In today’s blog, we’ll explore one of the modifications brought by An Act mainly to improve the transparency of enterprises (known as “Bill 78”): the option for individuals to declare a professional address. The amendment to the Act respecting the legal publicity of enterprises (the “LPLE”) now allows for individuals who are required to declare their domicile address on the Registraire des entreprises du Québec to instead publish a professional address.
In today’s post, we will cover everything you need to know about declaring a professional address, from what it is to the geographical boundaries of this address.
What is a Professional Address?
Simply put, a professional address is the individual’s business address, which is the main place of work or business. A post office box does not count as a professional address, and cannot be declared as such.
Any individual required to declare their domicile address has the option of declaring a professional address. For corporations, this includes the shareholders, directors, and officers.
The ultimate beneficiaries of businesses, another amendment of Bill 78, may also publish a professional address. Consider Sarah, a savvy investor, who is also the ultimate beneficiary of several Quebec corporations. To maintain her privacy, she decided to declare a professional address for her involvement in these companies. By doing so, Sarah can keep her domicile address confidential. Now, only the professional address, 890 Investor's Lane, Ottawa, Ontario, is accessible on the Quebec corporate registry, providing an extra layer of privacy for her personal life.
How Many Professional Addresses Can You Use?
In accordance with s 35.2 of the LPLE, an individual may only declare one professional address, regardless of the number of companies in which they are involved. This is why Sarah, from our previous example, uses 890 Investor’s Lane, Ottawa, Ontario as her professional address across the various companies in which she is the ultimate beneficiary.
Sarah, though, is an ultimate beneficiary. What about the individuals who are actively involved in running multiple businesses? Meet John, an entrepreneur based in Montreal. He operates multiple businesses in Quebec and internationally. John recently declared his professional address as 123 Business Street, Montreal, Quebec, Canada. Even though he's involved in several companies, he can only declare one professional address. In summary, it does not matter in what capacity you are involved in a business, whether it be as a sole proprietor, an ultimate beneficiary, a shareholder, a director or an officer. If you need to declare your domicile address, you can instead opt for filing one professional address.
Can You Change the Professional Address Once It Is Declared?
A professional address can be changed after it is published. However, since section 35.2 of the LPLE only allows one professional address per individual, this modification must be made for every company in which the individual is involved. Let’s consider the case of Maria, an entrepreneur and shareholder of various Quebec-based companies, who needed to change her professional address. She recently moved her business operations from 789 Entrepreneur Lane, Quebec City, to a new location in Gatineau. After the move, Maria promptly updated her professional address uniformly across all the companies to 567 Business Boulevard, Gatineau, Quebec.
Does The Professional Address Have to Be Located Within Quebec?
To allow flexibility for individuals involved in foreign entities and extra-provincial companies, the law allows a professional address to be located within the four corners of the world. Consider XYZ Corporation Inc., a multinational company with branches in Quebec. Despite its headquarters being in New York, XYZ Corporation Inc. is legally registered to conduct business in Quebec. The company’s key executives and decision-makers are located across different continents, and they each declare a professional address from their country.
Do I Still Need To Declare My Domicile Address?
Individuals who wish to declare a professional address must also file their domicile address. However, when both a domicile and professional address are filed, only the latter will be available for public consultation.
Conclusion
Whether you're an investor like Sarah, an entrepreneur like John, or part of a multinational entity like XYZ Corporation Inc., understanding your options is empowering.
Your business journey, your choices! Reach out today for personalized guidance at info@astrelegal.com.
This blog post is not legal advice and is for general informational purposes only. Always speak with a lawyer before acting on any of the information contained herein.