Definition : Quebec Entreprise Register (Registre des entreprises du Québec)

March 3, 2023 – On June 8, 2021, the National Assembly of Québec assented the Act mainly to improve the transparency of enterprises (Bill 78). This Bill makes amendments to the Act respecting the legal publicity of enterprises. New responsibilities have been entrusted to the Enterprise registrar. On 31 March 2023, this new legislative framework will enter into force and introduce new obligations relating to the publication of information by registrants, including syndicates of co-owners. The Government of Quebec has thus improved the information available at the Registre des entreprises du Québec (the "REQ"), while improving corporate transparency, strengthening public protection and contributing to efforts to fight tax evasion, money laundering and corruption.

Whether you are a real estate developer (for a new building) or several owners of an existing building who wish to convert it, the rules for subjecting a building to divided co-ownership are the same. The creation of a divided co-ownership is necessary when an immovable must be divided into lots composed of a private portion and a share  of the common portions, and which belong to one or more different persons. The community of co-owners acquires the status of legal person from the day a declaration of co-ownership is published at the Land registry office (Land Register). The legal person thus constituted takes the name of “syndicate of co-owners”. Its mission is to ensure the " preservation of the immovable, the maintenance and administration of the common portions, the protection of the rights appurtenant to the immovable or the co-ownership, as well as all business in the common interest ". To form this co-ownership several steps involving many protagonists are necessary.

The relevant information of co-ownerships must be declared with the “Registraire des entreprises du Québec” (the Québec Enterprises Registrar). This declaration is intended to render accessible  essential information, either to the public or enterprises that deal with the syndicate of co-owners. Furthermore, at the start-up of a syndicate, the Board of Directors must file – usually by the interim director – a declaration of registration in virtue of the Act respecting the legal publicity of enterprises. This must be done no later than 60 days after the publication of the declaration of co-ownership in the Land Register.

The syndicate acts as a legal person bringing together all the co-owners of the building and not each of them individually. The Civil Code of Quebec (C.c.Q.) provides that the syndicate of co-owners arises, by operation of law, at the time of publication of the declaration of co-ownership in the Land register. With the powers devolved to it by law and exercised by its two decision-making bodies, it thus expresses the autonomy of the community of co-owners. As a result, the co-owners are third parties to the syndicate. The assets of the syndicate are thus distinct from those of each co-owner. Despite the collective nature of this type of co-ownership, the legislator has not attributed to the syndicate the ownership of the common portions, which is distributed among the co-owners according to the relative value of their fraction.