Presentation delivered at the CEDEC Doing Business in Quebec conference

1. QUEBEC LEGAL
ENVIRONMENT:
GREAT FOR BUSINESSES
Bernard Colas, LL.D.
CEDEC
Doing Business in Quebec
March 2016

2. CMKZ
CMKZ is a law firm founded in 2008 by a group of highly
specialized lawyers in international trade and business law
whose common vision is to advise companies globally and
guide them locally.
CMKZ provides legal services to entrepreneurs in their
conquest of international markets and operations in
Canada. CMKZ has a unique expertise in international
trade and business law, as well as in the implementation of
international trade agreements.
cmkz.ca
2bcolas@cmkz.ca Quebec Legal Business Environment

3. Bernard Colas, LL.D.
• Has over 30 years of experience advising manufacturing,
technology and service businesses as well as foreign
governments
• Practiced international trade and intellectual property law
in London (IFPI), Paris (OECD) and Montreal (CMKZ)
• Presides the International Law Association, Canadian
chapter and is Honorary Consul of Mauritania
• Lectures and writes in international trade law
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4. Recipe
1. Create and operate a company in Quebec
2. Hire and fire local and foreign employees
3. Commercialize products and services
4. Protect intellectual property
5. Negotiate contracts
6. Resolve disputes
7. Access foreign markets
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5. Create and Operate a Company
1. Find a Company Name
 With a French version or generic term
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6. Create and Operate a Company
2. Incorporate a company under:
 Canada Business Corporations Act or
 Business Corporations Act (Quebec)
3. Register the company
 Quebec Company Registry
4. Get a GST/PST tax number
5. Pay corporate revenue taxes (Quebec)
 Canadian controlled private corporations: 19%
 Other corporations: 26%
6. Take advantage of International Tax Treaties
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7. Hire Foreign Employees
1. Temporary Work Permit for foreigners
 Labour Market Impact Assessment (unless
exempted)
 Certificate of acceptance of Quebec
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8. Hire and Fire Employees
2. Work Contract - Employee/Consultant
 Minimum wage: $10.55
 Assignment of intellectual property
 Protection of confidentiality information
 Non-competition and non-solicitation (duration,
territory)
3. Termination
a. With cause
 Termination notice with immediate effect
b. Without cause
 Reasonable notice of termination
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9. Commercialize Products
1. Product Certification
2. Product Packaging
and Labelling
 Bilingual Labelling
Information to
Consumers
 Prohibition against
false information
 Food, Drug, Textile
and Hazardous
Product Regulations
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10. Commercialize Products and Services
3. Company Website and Advertisement
 Available in French
4. Services
 Regulated Professions
 Construction codes and regulations
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11. Protect Intellectual Property
1. Patents and industrial designs
 Register with Canadian Intellectual Property Office
2. Trademarks
 Register with Canadian Intellectual Property Office
 Common law protection
3. Copyright
 Optional registration of works with Copyright Office
4. Trade Secrets
 Non-Disclosure Agreements
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12. Negotiate Contracts
1. Know your partner
2. Negotiate in good faith
 Obligation of good faith (Quebec Civil Code)
3. Draft clearly
 In French, unless agreed otherwise (Quebec French
Charter)
4. Select the governing Law
 Freedom to select the governing law (QCC)
 Quebec Law: Direct Damages…
5. Interpret the Contract
 Intention of the parties (QCC)
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13. Resolve Disputes - Courts
1. Alternative dispute settlement
 Mediation (Quebec Code of Civil Procedure)
2. Quebec Courts
a. Jurisdictions
 Small Claims Court: - $15,000
 Court of Quebec: - $85,000
 Superior Court of Quebec: + $85,000
b. Procedure
 Trials in English or French
 Experienced judges
 Documentary and witness evidence but no US style
discovery
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14. Resolve Disputes - ADR
1. Mediation and ADR
 Mediators Certified by the Quebec Bar
 Institut de Médiation et d’Arbitrage du Quebec
2. Arbitration
a. Ad hoc
 Quebec Code of Civil Procedure
b. Institutional
 Institut de Médiation et d’Arbitrage du Quebec
 Canadian Commercial Arbitration Center
 ADR Institute of Canada
 ADR Chambers of Canada
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15. Access Foreign Markets
• Free-Trade Agreements & WTO
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16. What is specific to Quebec ?
1. Create and operate a company
2. Hire and fire local and foreign employees
3. Commercialize products and services
4. Protect intellectual property
5. Negotiate contracts
6. Resolve disputes
7. Access foreign markets
16Quebec Legal Business Environmentbcolas@cmkz.ca

17. Thank you
17
Bernard Colas, LL.D
Avocat | Attorney
T 514 288-2726 # 241 | bcolas@cmkz.ca
2020, boul. Robert-Bourassa #1920, Montréal, QC, H3A 2A5, Canada
Droit des affaires et du commerce international | International Trade and Business Law
bcolas@cmkz.ca Quebec Legal Business Environment