count create all = 35700date create all = 16th March 2015
In Québec, enterprises can carry on a business in a number of legal forms. Summary descriptions of the principal legal forms are presented below.
Sole proprietorship
A sole proprietorship is an enterprise that is owned and operated by one person only. This person is often called a "self-employed person."
Such an enterprise has no legal existence, juridical personality or patrimony separate from that of its owner.
To summarize, a natural person who operates a sole proprietorship is often said to “work for him or herself.” Moreover, since the person is the sole proprietor of the enterprise, all profits made and, where applicable, all losses incurred are that person's alone.
Business corporation (corporation)
A business corporation (also called a "corporation" or "legal person") is a separate legal entity, and, accordingly, has its own specific rights and obligations. In Québec, business corporations are constituted, in particular, under the Business Corporations Act.
A business corporation operates an enterprise for the purpose of generating profit that will be distributed, as applicable, among its shareholders.
A business corporation:
has an existence separate from that of its shareholders;
owns property in its own name;
acquires rights and assumes obligations and liabilities;
signs contracts through its directors;
may sue or be sued in the same way as a natural person.
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General partnership (S.E.N.C.)
A general partnership is a group of persons, called "partners," who, in a spirit of cooperation, agree to carry on a common activity. The partners of a general partnership operate an enterprise, contribute to it by sharing property, knowledge or activities and share any resulting pecuniary profits or losses.Such a partnership is created through a partnership agreement and must be designated by a single name for all the partners, who are solidarily liable for the enterprise’s obligations and certain of its debts, independently of the respective shares of each partner in the partnership.
A general partnership may consist, for example, of professional offices (lawyers, notaries, dentists, etc.).
A general partnership has a head office (principal establishment) and its own name. It may sue and be sued in a civil action.
Limited partnership (S.E.C.)
A limited partnership is a partnership consisting of one or more general partners and one or more limited partners. It is created through a partnership agreement and must be designated by a single name for all the partners.
General partners contribute, above all, their work, experience and expertise. They are the sole persons authorized to administer and represent the partnership. They are solidarily liable for the partnership’s debts.
Limited partners must furnish a contribution to the common stock of the partnership. They supply money or property to the partnership and their liability with regard to the debts of the partnership is up to the amount of their contribution to the latter.
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