Quebec legal environment: Great for businesses

QUEBEC LEGAL ENVIRONMENT: GREAT FOR BUSINESSES

Bernard Colas, LL.D.

CEDEC Doing Business in Quebec March 2016

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

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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

[email protected] Quebec Legal Business Environment 3

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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Create and Operate a Company 1. Find a Company Name With a French version or generic term


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


Hire Foreign Employees 1. Temporary Work Permit for foreigners Labour Market Impact Assessment (unless

exempted) Certificate of acceptance of Quebec


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


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


Commercialize Products and Services

3. Company Website and Advertisement Available in French

4. Services Regulated Professions Construction codes and regulations


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


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)


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


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


Access Foreign Markets • Free-Trade Agreements & WTO


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

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Thank you

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Bernard Colas, LL.D Avocat | Attorney T 514 288-2726 # 241 | [email protected] 2020, boul. Robert-Bourassa #1920, Montréal, QC, H3A 2A5, Canada

Droit des affaires et du commerce international | International Trade and Business Law

[email protected] Quebec Legal Business Environment

Quebec legal environment: Great for businesses

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