[ESTABLISHING A BUSINESS ENTITY IN CANADA] 87
languages, if so desired. There have been several recent decisions imposing fines for breaking these rules, although the resulting adverse publicity arguably has a more immediate impact. In order to obtain provincial/territorial registration to carry on business in the Province of Québec, the entity must register and operate under the French version of its name. If the English element is a registered Canadian trademark and it can be demonstrated that the name cannot be readily translated (for example, “Second Cup” does not work quite as well as “ Deuxième Tasse ”), the English registered trademark may be used but must be accompanied by a French element (such as, “Café Second Cup”). All commercial advertising on billboards, signs, posters, or other media having an area of 16m 2 or more and visible from any public highway, other than a sign on the firm’s premises, or on or in any public transportation or accesses thereto (including bus shelters) must be in French only. Public signs and posters on or in a vehicle regularly used to transport passengers or goods (such as a delivery truck) both within and outside Québec may be in both French and another language, provided the French is displayed at least as prominently (as defined by the Regulation respecting the language of commerce and business , the “Regulation”). Furthermore, all signs and posters displaying trademarks in a language other than French must also contain a French generic term, descriptive element, slogan or other information about the products and services offered. This new rule applies to all signs and posters “outside an immovable” (or building), which includes signs or posters outside premises located within a larger building (for example a store or kiosk in a shopping center)
or inside a building but designed to be seen from the outside. The French content must have a “sufficient presence”: it must be permanent, with similar visibility and equal legibility in the same visual field (such as size, color, lighting) to that of the non-French content, and this will be assessed based upon the position from which the signage is intended to be viewed ( e.g., from a sidewalk, the center aisle of a shopping center or a highway). Adhesion (non-negotiable) contracts, as well as any annexed documents, must be drafted in French, unless the parties have first been presented a French version and have subsequently expressly agreed to contract in another language (including English). The standard Quebec language clause in any contract involving one or more Québec parties, whether or not it was in fact negotiable, to the effect that: “ The parties have requested that this Agreement and all documents ancillary thereto be drafted in English. Les parties ont exigé que la présente convention ainsi que tout document ancillaire soient rédigés en anglais .” will be expanded to include an acknowledgement that the contract was not imposed by one party on the other, was freely negotiated by both parties, and is not in fact an adhesion contract. This requirement does not apply to contracts “used in relationships outside of Québec with parties outside Québec” but will not exempt businesses which have no presence in Quebec but deal with Quebec clients or customers. All persons in Quebec have the right to be served in French and a complainant may even seek an injunction enforcing this against any business having more than five employees if the right to French service is not respected, in addition to fines against the business.
ILN Corporate Group – Establishing a Business Entity Series
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