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Special considerations are involved in establishing and carrying on business in Quebec. There are two main features that make Quebec a unique business environment as compared to the rest of Canada: first, Quebec’s legal system is based on a civil law system – the Civil Code of Quebec (the Code), and second, Quebec’s official language is French. As a result, non-residents operating in Quebec are subject to the Code, as opposed to the common law applicable to other provinces and territories in which the non-resident may also be operating.
Quebec’s governing language legislation is the Charter of the French Language (the Quebec Language Charter), which is designed to guarantee and preserve French language rights by requiring the use of French in various situations. The Quebec Language Charter provides a framework governing the language that may be used by government, as well as the language used in work, education, communication, commerce and business in Quebec.
The Quebec Language Charter applies to all enterprises operating in Quebec, including not-for-profits and charities, regardless of the jurisdiction in which the entity was constituted. Businesses under federal jurisdiction are also subject to the Quebec Language Charter, to the extent they operate in Quebec.
On May 24, 2022, an Act respecting French, the official and common language of Quebec (Bill 96) was adopted and received assent on June 1, 2022, thereby amending the Quebec Language Charter. The purpose of Bill 96 is to make French the only common language of the Quebec nation. The following sets out the most notable obligations for businesses operating in Quebec with respect to language.
1. LANGUAGE OF THE COURTS
Bill 96 reinforces French as the language of the courts in Quebec. Notably for businesses, Bill 96 proposed to require that if a pleading is filed by a legal person (i.e., including a corporation) in a language other than French, it must include a certified French translation prepared by a certified translator, at the legal person’s expense. Absent a certified translation, the pleading could not be filed at a court office or tribunal. Remarkably, the coming into force of this particular section of Bill 96 was suspended by a decision of the Superior Court of Quebec on September 1, 2022.
2. FRANCIZATION OF BUSINESSES
a. Certificate of Francization
Currently, businesses which employ 50 employees or more for a period of six months must register with the Office Québécois de la Langue Française (the OQLF). Effective on June 1, 2025, this obligation will be imposed on any business with 25 or more employees. The OQLF will assess whether the general use of French in a business is sufficient. If so, the OQLF will issue a certificate of francization. Otherwise, the business will be subject to a francization program.
b. Francization Committee
The OQLF may order any business with fewer than 100 employees to establish a francization committee. In addition, the committee is required to meet at least every six months and send its minutes of meeting to the management of the business and to the OQLF.
3. LANGUAGE OF BUSINESS AND COMMERCE
The Quebec Language Charter reinforces the obligation on businesses to use French in their activities, including in marketing and advertising. Bill 96 amends the Quebec Language Charter to include the following new obligations:
a. Information and Service in French
Consumers of goods and services have a right to be informed and served in French. Moreover, every person has the right to have all enterprises doing business in Quebec communicate with them in French. This applies in the context of both business-to-consumer and business-to-business communications.
Catalogues, brochures, folders, commercial directories, order forms and any other documents that are made available to the public must be composed and distributed in French. Such documents may also be offered to the public in another language, provided the French version is available on at least equally favourable terms.
b. Trademarks on Goods and Their Packaging
Currently, a non-registered trademark (i.e. a common law mark) can benefit from an exemption allowing it to be displayed in a language other than French. Effective on June 1, 2025, only registered trademarks that do not have a French registered version will benefit from this exemption. If a trademark is registered in a language other than French, and if a generic term or a description of the product is included in a trademark, a French translation of any such generic term or description must be affixed to the product.
c. Trademarks on Public Signs and Posters and in Commercial Advertising
Effective on June 1, 2025, only registered trademarks that do not have a French registered version will benefit from an exemption allowing them to be displayed in a language other than French. In addition, on public signs and posters visible from outside premises, French will need to be “markedly predominant” where such a trademark appears in a language other than French. Currently, only a “sufficient presence of French” is required.
d. Goods, Promotional Material, and Other Information
All goods, packaging, documents supplied with goods, promotional material (including material on digital platforms such as websites and social media) and purchase orders must display French text at least as prominently as any text displayed in another language. The French version of text must be made available on terms which are at least as favourable as those set out in another language, and the French version must be understandable without having to refer to a version in another language.
e. Software
All computer software must be available in French unless no French version exists. Software may be made available in a language other than French, provided that the French version can be obtained on equally favourable terms (except for price), and provided the French version has equivalent or better technical characteristics.
4. LANGUAGE OF CONTRACTS BETWEEN PRIVATE PARTIES
a. Contracts of Adhesion
Contracts of adhesion, which are contracts drafted by one party which have pre-set or non-negotiable terms, must be drafted in French. The adhering party will only be able to waive the obligation to have the agreement in French, and be bound to a contract in a language other than French, after the French version has been provided to the adhering party, free of charge. In addition, documents related to such a contract must be sent in French unless this obligation has been waived by the adhering party in the contract. Contracts used in relations outside Quebec are not subject to these obligations.
Where there is a discrepancy between the French version and a version in another language of such a contract, the adhering party may invoke either version, according to their interests.
b. Other Contracts
Contracts other than employment contracts and contracts of adhesion may be entered into in a language other than French if it is the express wish of the parties to do so. A party is prohibited from requesting or demanding payment in any amount from the other party to prepare a French version of the contract or of the related documents.
c. Other Documents
Invoices, receipts, acquittances, and other documents of a similar nature must be drafted in French. Such documents may also be offered to the public in a language other than French, provided the French version is available on at least equally favourable terms.
d. Registration and Enforcement of Security Interests and Rights
In Quebec, where the law provides, some rights as well as security interests are enforceable against third-parties when published in public registers. Such applications for registration must be made exclusively in French. Additionally, when the applications are accompanied by documents in a language other than French or English, the translation of those documents much be in French whereas previously translations in English were allowed.
5. RELATIONS WITH THE CIVIL ADMINISTRATION
There are several requirements regarding the use of French by the civil administration, which includes the Government of Quebec, Quebec government agencies, most municipalities, school bodies, and bodies in the health and social services network.
a. Language of Contracts
Contracts entered into with the civil administration, including all related documents, must be drafted exclusively in French. Written communications sent for the purpose of entering into such contracts and written documents sent by a legal person (including a corporation) must also be exclusively in French, subject to certain limited exceptions.
b. Services Provided to the Civil Administration
All services provided to the civil administration must be rendered in French.
c. Interactions with the Civil Administration
The civil administration uses French exclusively in its written and oral communications, subject to certain limited exceptions. Written communications with legal persons established in Quebec will also be exclusively in French.
6. ENFORCEMENT AND SANCTIONS
a. Enforcement
The OQLF will receive any complaints related to failure to comply with any of the provisions in the Quebec Language Charter and manage investigations into such complaints.
b. Administrative Sanctions
i. Prohibition from obtaining government contracts
Businesses that fail to meet the obligations of the Quebec Language Charter may not contract with or obtain subsidies from the civil administration.
ii. Suspension of permits
Repeated contraventions of the Quebec Language Charter by a business may be a ground for the suspension of certificates and permits issued to the business, which may result in the loss of contracts with or subsidies from the civil administration.
c. Penal Sanctions
i. Fines for contravention
Any person who interferes with an inspection or contravenes an order issued by the Minister of the French Language or the OQLF is liable to a fine of between $700 to $7,000 in the case of an individual, $1,400 to $14,000 in the case of a director, or $3,000 to $30,000 in other cases.
ii. Fines for reprisal
Anyone who takes a reprisal or threatens to do so against a person making a disclosure or cooperating with an investigation by the OQLF is liable to a fine of between $2,000 to $20,000 in the case of an individual, $4,000 to $40,000 in the case of a director or, in any other case, a fine of between $10,000 to $250,000.
iii. Subsequent offences
The minimum and maximum fines prescribed by the Quebec Language Charter are doubled for a second offence, and tripled for a subsequent offence. Moreover, if an offence continues for more than one day, it constitutes a separate offence for each day it continues. A judge also has the discretion to impose an additional fine not exceeding the financial benefit gained from the offence.
iv. Director liability
Directors of a legal person are presumed to have committed the offence committed the offence of the legal person, unless the directors can demonstrate that sufficient due diligence was exercised.