Quebec civil law and Quebec language compliance 

Who this is for: GCs, CFOs, and regional directors at companies outside Canada planning to enter the Quebec market — and any foreign company that has already launched in Canada without a Quebec-specific legal and language review. If your Canadian strategy does not have a Quebec chapter, this article is where that changes. 

Foreign companies entering Canada routinely underestimate Quebec. The assumption that a single national market entry strategy applies uniformly across provinces is the most common, and most expensive, mistake a foreign company can make. In Quebec, that assumption affects contract enforceability, triggers active regulatory enforcement, exposes directors to personal liability, and can delay or block a product launch before a single unit is sold. 

The consequences are not theoretical. The Office québécois de la langue française actively investigates complaints, from customers, employees, and competitors. Fines run from $3,000 to $30,000 per violation for corporations, doubled for repeat offences, with each day of non-compliance potentially constituting a separate infraction. A foreign company with a non-compliant website, non-compliant packaging, and non-compliant contracts does not face one fine, it faces three, compounding daily. 

This article tells you what is different about Quebec, what the consequences are, and what needs to be in place before you open your first Quebec office or sign your first Quebec contract. 

In this article:

Introduction

For non‑Canadian companies expanding to Canada, Quebec presents a distinct legal and regulatory environment that can materially affect how a business structures its operations, drafts contracts and manages risk. Unlike other provinces, Quebec operates under a civil law system governed by the Civil Code of Québec and imposes comprehensive French language requirements across commercial activities. 

The key business risk for companies doing business in Canada is assuming that a Canadian market entry strategy can be applied uniformly across provinces. In practice, businesses entering Quebec without adapting to its legal and language framework may encounter difficulties with contract enforcement, as well as increased delays and costs.  

The Charter of the French Language (the “Charter”) establishes French as Quebec’s only official and common language¹ and grants all persons the right to be served and communicated with in French by enterprises operating in Quebec².  

Bill 96, adopted in 2022 with amendments fundamentally reshaped Quebec’s language compliance regime. The obligations described in this article reflect the post-Bill 96 landscape,  which is materially more stringent, more actively enforced, and broader in scope than what existed before. Foreign companies that reviewed their Quebec compliance before 2023 need to do so again. The rules have changed in ways that affect contracts, signage, software, francization thresholds, and OQLF enforcement powers simultaneously. 

1. Quebec civil law: the legal system that changes everything about your contracts 

Quebec is the only jurisdiction in Canada governed by civil law. Every other province operates under common law inherited from England. This is not a procedural distinction, since it changes how contracts are formed, interpreted, and enforced; how security interests are created and registered; how corporate liability is assessed; and how disputes are resolved. A contract template drafted for use in Ontario, British Columbia, or any common law province requires Quebec-specific review before it is used in Quebec. Using it without that review creates enforceability risk that may not surface until a dispute arises. 

Key civil law differences that affect foreign companies immediately

Contract formation and interpretation: Under the Civil Code of Québec, contracts are interpreted according to the common intention of the parties, not solely the written text. Clauses that are standard and enforceable under common law may be read differently, limited, or set aside by Quebec courts applying civil law principles. Standard limitation of liability clauses, indemnification provisions, and dispute resolution mechanisms in global template agreements require Quebec-specific adaptation. 

Security interests – the hypothec, not the mortgage or charge: Quebec does not recognize the common law mortgage or floating charge. Security over Quebec assets is created through a hypothec, a civil law security instrument registered in the Register of Personal and Movable Real Rights (RDPRM) or the land register. Foreign lenders and investors accustomed to taking security under PPSA regimes in other provinces must take separate Quebec-specific security documentation. Failing to register correctly in the Quebec registers means the security does not exist as against third parties. 

No trust law as common law jurisdictions understand it: Quebec’s civil law tradition does not recognize the common law trust in the same way. Certain structures, such as employee benefit trusts, holding structures, securitization vehicles, that function straightforwardly in common law provinces require careful restructuring for Quebec. This affects M&A transactions, financing structures, and estate planning for executives relocating to Quebec. 

Directors’ and officers’ liability: The Civil Code of Québec imposes specific duties on directors and officers of Quebec companies that differ in nuance from common law provinces. Foreign executives joining the board of a Quebec entity or taking officer roles should receive Quebec-specific advice on their obligations and exposure. 

What to do before signing any Quebec contract

• Have every standard contract template reviewed by Quebec civil law counsel before first use in Quebec, not after the first dispute. 
• Confirm that any security interests over Quebec assets are documented using Quebec hypothec instruments and registered in the correct Quebec registers
• Identify any holding structures, trust arrangements, or financing vehicles in your Canadian structure that touch Quebec assets and have them reviewed for civil law compatibility. 
• Ensure any directors or officers of Quebec entities receive Quebec-specific governance advice at the time of appointment.

2. The Charter of the French Language: compliance obligations post-Bill 96 

a. Language of the courts 

For companies expanding to Canada, dispute resolution in Quebec raises specific procedural risks that can affect timing, cost and litigation strategy, and that most foreign legal teams discover only after litigation has begun. 

French is the language of the courts in Quebec, subject to limited exceptions.³ English-speaking parties can in certain circumstances conduct proceedings in English, but the right is not absolute and has been narrowed post-Bill 96. In addition, legal persons filing pleadings in English are, in principle, required to attach a certified French translation at their expense, although the application of this requirement remains subject to judicial developments and enforcement.⁴

In practice, this means that foreign businesses involved in litigation or administrative proceedings may face additional translation requirements, increased costs and potential delays. Budget for translation costs in any Quebec litigation estimate. In complex commercial disputes, certified translation of pleadings, exhibits, and expert reports can add material cost and time to proceedings. 

b. Francization of businesses  

Bill 96 lowered the francization threshold from 50 employees to 25. If your Quebec workforce reaches 25 employees, francization obligations apply. This is one of the most operationally significant changes introduced by Bill 96 and the one most likely to affect foreign companies scaling their Quebec operations. 

i. Certificate of francization  

A key operational decision when expanding to Canada is how workforce size will impact compliance obligations in Quebec. 

Enterprises employing 25 or more employees in Quebec must register with the Office québécois de la langue française and comply with francization requirements.⁵ This threshold applies to employees working in Quebec, not total Canadian or global headcount. Once registered, businesses must demonstrate that French is used at an appropriate level internally, failing which they may be required to implement a formal francization program.

For foreign companies scaling operations, this requirement affects internal communications, HR policies, training and management practices. Addressing it late can lead to corrective measures imposed by regulators. A foreign company that reaches 25 Quebec employees without having assessed its francization position is already late. The OQLF does not wait for companies to self-identify, registration obligations are monitored and enforced. 

What triggers the francization clock: 

• Reaching 25 employees working in Quebec.
• The obligation to register with the OQLF arises at that threshold — not at some later point when operations are more established.
• Internal communications, management directives, HR documentation, and training materials all fall within the scope of francization review.

ii. Francization committee   

For companies with larger Quebec workforces, the Charter also permits authorities to require the creation of a francization committee. An additional governance layer that must be integrated into corporate structures.  

c. Language of business and commerce 

i. Information and service in French   

For companies doing business in Canada, customer interaction is one of the most immediate areas of compliance exposure in Quebec. 

Consumers and businesses have a right to be informed and served in French, and enterprises must communicate in French in both B2C and B2B contexts.⁶ Commercial documentation such as catalogues, websites and order forms must be available in French on terms that are at least as favourable as any other language version,⁷ meaning a French version that is harder to find, less complete, or less prominently displayed than an English version is non-compliant even if it technically exists. 

In practice, a Quebec launch checklist must include: 

• French-language website reviewed and live before the Quebec launch date, not after.
• All customer-facing materials, such as catalogues, order forms, invoices, receipts, need to be available in compliant French versions.
• Customer service capability in French from day one of Quebec operations.

ii. Trademarks on goods and their packaging   

Branding strategy is a critical and often underestimated decision point when expanding to Canada, particularly for companies entering Quebec with established global trademarks. Post-Bill 96, the rules on packaging and labelling are more strictly applied. 

All inscriptions on products, packaging and related materials must be in French, subject to limited exceptions.⁸ Registered trademarks may appear in another language only where no French version exists, and any generic terms must be translated into French.⁹ 

The practical consequence: A foreign company that launches its global packaging in Quebec without a Quebec-specific packaging review risks being required to redesign and reprint, after product has already shipped to retail. The cost of retroactive packaging compliance consistently exceeds the cost of pre-launch review. Build the Quebec packaging assessment into your product launch timeline, not your post-launch remediation plan. 

Non‑compliance can require redesign of packaging or delay commercialization.  

iii. Trademarks on public signs and posters and in commercial advertising   

Post-Bill 96, the rules on signage and advertising have been tightened. French must predominate, and where another language appears, it must be markedly subordinate to French. “Markedly subordinate” has a specific meaning under the Charter and its regulations: it is not satisfied by equal-size bilingual signage. 

This requirement affects storefront signage, marketing campaigns, and branding decisions. Foreign entrants with global brand standards that assume equal-language treatment in signage need a Quebec-specific brand adaptation assessment before any Quebec-facing marketing materials are produced. These issues are best addressed at the design stage rather than retrofitted after launch. 

Foreign entrants with global brand standards that assume equal-language treatment in signage need a Quebec-specific brand adaptation assessment before any Quebec-facing marketing materials are produced. For foreign entrants, these issues are best addressed at the design stage rather than retrofitted after launch. 

iv. Goods, promotional material, and other information    

This applies across all marketing channels including digital platforms, social media, email marketing, and online advertising, not only physical materials. A digital campaign launched in Quebec without French-language versions that are at least as prominent and complete as English versions is non-compliant from the moment it goes live. 

This requires coordination between legal, marketing, and operational teams before campaign launch, not after. 

v. Software   

For technology-driven businesses expanding to Canada, software compliance is a key operational consideration. 

Software used in the workplace, including software procured by the employer for employee use — must be available in French unless no French version exists, and must be offered on terms that are no less favourable. This affects not only software your company develops and sells into Quebec, but software your Quebec employees use internally. A foreign company deploying global enterprise software to its Quebec workforce must confirm that French-language versions of that software are available and offered to Quebec employees on equivalent terms.¹⁰ 

This can affect procurement, licensing and system implementation decisions Build a French-language software availability assessment into your Quebec technology procurement process. 

d. Language of contracts between private parties  

i. Contracts of adhesion   

Standard-form contracts, which is the agreements your company uses with customers, suppliers, and service providers at scale, are one of the highest-risk areas for foreign companies entering Quebec. Post-Bill 96, the requirements are more strictly applied and more actively enforced. 

Standard-form contracts must be provided in French, and a party may only agree to be bound by another language version after receiving the French version.¹¹ A global template agreement presented to a Quebec counterparty in English only, without a French version having been provided first, is non-compliant regardless of whether the counterparty speaks English fluently and prefers to contract in English. The obligation is on the enterprise providing the contract, not the counterparty receiving it. 

What this means operationally: 

• Every standard-form contract used in Quebec requires a certified French version.
• The French version must be provided to the counterparty before any other language version. 
• The counterparty’s express agreement to use another language must be obtained after receiving the French version, not assumed from past practice or a general language preference clause. 

Failure to comply can affect enforceability and expose the business to contractual disputes. 

ii. Other contracts  

Other contracts may be entered into in another language where expressly agreed.¹² This offers meaningful flexibility for sophisticated commercial transactions where both parties prefer to contract in English. However, the express agreement must be genuine and documented, a boilerplate “parties agree to contract in English” clause inserted by the stronger party into a standard form will not satisfy the requirement and may be treated as a contract of adhesion. 

While this offers flexibility, businesses must ensure that proper processes are followed to avoid non-compliance. 

iii. Other documents   

Invoices, receipts and similar documents must be drawn up in French, although additional language versions are permitted under compliant conditions.¹³ This affects billing systems, accounting software outputs, and operational processes across every Quebec transaction. Foreign companies implementing Canadian ERP or billing systems should confirm that French-language invoice generation is configured for Quebec operations before the first Quebec transaction is processed. 

iv. Registration and enforcement of security interests and rights  

Security and registration processes must be conducted in French, and filed in the correct Quebec registers, the RDPRM for movable property and hypothecs, and the land register for immovable property. This is a distinct requirement from the common law PPSA registration process used in other provinces. Security documentation prepared for use across Canada cannot simply be filed in Quebec without Quebec-specific review and adaptation. 

e. Relations with the civil administration 

i. Language of contracts  

Contracts with Quebec’s civil administration must generally be drafted exclusively in French¹⁴. For foreign companies pursuing public sector contracts in Quebec, this is an absolute requirement. There is no bilingual option for contracts with the civil administration. Ensure your Quebec public sector contracting process includes French-language contract preparation as a mandatory step, not an afterthought. 

ii. Services provided to the civil administration  

Services rendered to public authorities must be delivered in French.¹⁵ This may influence staffing models, operational structures and internal processes. A foreign company that cannot deliver services in French cannot service the Quebec public sector, period. 

iii. Interactions with the civil administration  

The civil administration is required to communicate in French with legal persons established in Quebec.¹⁶

For companies expanding to Canada with Quebec operations, this creates a practical requirement for French-language capability in all regulatory filings, government correspondence, permit applications, and licence renewals. Ensure your Quebec operations team includes individuals with French-language capacity for regulatory interactions, or that external counsel is mandated to handle them. 

f. Enforcement and sanctions 

For companies expanding to Canada, enforcement under the Charter is active, complaint-driven, and escalating post-Bill 96. The OQLF’s enforcement powers were significantly expanded. Understanding how enforcement works in practice is as important as understanding the obligations themselves. 

i. Enforcement  

The Office québécois de la langue française oversees compliance and has broad powers to investigate, request documents and require corrective measures.¹⁷ Post-Bill 96, the OQLF has expanded investigative authority and can act on complaints more rapidly and with broader scope than before. 

In practice, enforcement is frequently triggered by complaints from customers, employees or competitors. This means your Quebec compliance exposure is not managed only by your relationship with the OQLF, it is managed by every customer who receives a non-compliant invoice, every employee who uses non-compliant software, and every competitor who notices a non-compliant storefront. Proactive compliance is the only reliable risk management strategy. 

ii. Administrative sanctions  

Where non-compliance is identified, authorities may issue formal orders requiring corrective action and take measures that directly affect operations, including restricting access to government contracts, subsidies, and permits. For foreign companies that depend on Quebec public sector revenue or that have applied for or received Quebec government grants or subsidies, this sanction is operationally significant. Loss of access to government contracts is not a theoretical consequence, it is an enforcement tool the OQLF is authorized to deploy. 

iii. Penal sanctions  

The financial exposure from Charter violations is cumulative, escalating, and frequently underestimated by foreign companies assessing their Quebec compliance risk. 

Under section 205 of the Charter, a breach may result in fines of: 

• $700 to $7,000 for individuals, and 
• $3,000 to $30,000 for legal persons (corporations).  

These amounts are doubled for repeat offences. Each day a violation continues may constitute a separate infraction, meaning a non-compliant website that remains live for 30 days after an OQLF order is not one violation. It is potentially 30. 

In addition, courts may impose additional fines equivalent to any economic benefit gained from the violation, further increasing exposure.  

The cumulative risk is the critical point: a foreign company with a non-compliant website, non-compliant packaging, and non-compliant standard-form contracts does not face one fine. It faces three separate violation streams, each compounding daily, each subject to doubling on repeat offence. Directors and officers may also face potential personal exposure in certain circumstances. 

This makes language compliance a governance issue rather than a discrete legal requirement.  

How Miller Thomson can help 

Quebec’s civil law system and language regime create legal and operational considerations that affect every stage of doing business in the province, from the contracts you sign before you open, to the software your employees use on day one, to the invoices you send on your first transaction. The post-Bill 96 landscape is materially more demanding than what existed before 2023, and foreign companies that built their Quebec compliance framework before those amendments need to revisit it. 

Miller Thomson’s Quebec and national teams regularly assist international companies expanding to Canada in navigating both dimensions of Quebec’s distinct legal environment: the civil law framework that governs how your contracts work and your security interests are enforced, and the Charter obligations that govern how your business communicates, operates, and presents itself in the province. 

What makes Miller Thomson’s position in Quebec different from national firms without genuine Quebec depth is precisely this: our Montréal practitioners work in both legal traditions simultaneously. We do not apply common law logic to civil law problems, and we do not treat the Charter as a checklist. We help foreign companies build Quebec compliance into their market entry strategy from the outset, because retrofitting it after launch is always more expensive. 

Speak with a Miller Thomson Quebec lawyer about your market entry strategy.

1. Charter, s. 1. ↩︎
2. Charter, s. 2. ↩︎
3. Charter, s. 7. ↩︎
4. Charter, s. 9. ↩︎
5. Charter, ss. 136 et seq. ↩︎
6. Charter, ss. 5, 50.2. ↩︎
7. Charter, s. 52. ↩︎
8. Charter, s. 51. ↩︎
9. Charter, s. 51.1. ↩︎
10. Charter, s. 52.1. ↩︎
11. Charter, s. 55. ↩︎
12. Charter, s. 55. ↩︎
13. Charter, s. 57. ↩︎
14. Charter, s. 21. ↩︎
15. Charter, s. 21.11. ↩︎
16. Charter, s. 16. ↩︎
17. Charter, ss. 165.15 et seq. ↩︎