2. CMKZ
CMKZ is a law firm founded in 2008 by a group of highly
specialized lawyers in international trade and business law
whose common vision is to advise companies globally and
guide them locally.
CMKZ provides legal services to entrepreneurs in their
conquest of international markets and operations in
Canada. CMKZ has a unique expertise in international
trade and business law, as well as in the implementation of
international trade agreements.
cmkz.ca
2bcolas@cmkz.ca Quebec Legal Business Environment
3. Bernard Colas, LL.D.
• Has over 30 years of experience advising manufacturing,
technology and service businesses as well as foreign
governments
• Practiced international trade and intellectual property law
in London (IFPI), Paris (OECD) and Montreal (CMKZ)
• Presides the International Law Association, Canadian
chapter and is Honorary Consul of Mauritania
• Lectures and writes in international trade law
bcolas@cmkz.ca Quebec Legal Business Environment 3
4. Recipe
1. Create and operate a company in Quebec
2. Hire and fire local and foreign employees
3. Commercialize products and services
4. Protect intellectual property
5. Negotiate contracts
6. Resolve disputes
7. Access foreign markets
4Quebec Legal Business Environmentbcolas@cmkz.ca
5. Create and Operate a Company
1. Find a Company Name
With a French version or generic term
bcolas@cmkz.ca Quebec Legal Business Environment 5
6. Create and Operate a Company
2. Incorporate a company under:
Canada Business Corporations Act or
Business Corporations Act (Quebec)
3. Register the company
Quebec Company Registry
4. Get a GST/PST tax number
5. Pay corporate revenue taxes (Quebec)
Canadian controlled private corporations: 19%
Other corporations: 26%
6. Take advantage of International Tax Treaties
bcolas@cmkz.ca Quebec Legal Business Environment 6
7. Hire Foreign Employees
1. Temporary Work Permit for foreigners
Labour Market Impact Assessment (unless
exempted)
Certificate of acceptance of Quebec
bcolas@cmkz.ca Quebec Legal Business Environment 7
8. Hire and Fire Employees
2. Work Contract - Employee/Consultant
Minimum wage: $10.55
Assignment of intellectual property
Protection of confidentiality information
Non-competition and non-solicitation (duration,
territory)
3. Termination
a. With cause
Termination notice with immediate effect
b. Without cause
Reasonable notice of termination
bcolas@cmkz.ca Quebec Legal Business Environment 8
9. Commercialize Products
1. Product Certification
2. Product Packaging
and Labelling
Bilingual Labelling
Information to
Consumers
Prohibition against
false information
Food, Drug, Textile
and Hazardous
Product Regulations
bcolas@cmkz.ca Quebec Legal Business Environment 9
10. Commercialize Products and Services
3. Company Website and Advertisement
Available in French
4. Services
Regulated Professions
Construction codes and regulations
bcolas@cmkz.ca Quebec Legal Business Environment 10
11. Protect Intellectual Property
1. Patents and industrial designs
Register with Canadian Intellectual Property Office
2. Trademarks
Register with Canadian Intellectual Property Office
Common law protection
3. Copyright
Optional registration of works with Copyright Office
4. Trade Secrets
Non-Disclosure Agreements
bcolas@cmkz.ca Quebec Legal Business Environment 11
12. Negotiate Contracts
1. Know your partner
2. Negotiate in good faith
Obligation of good faith (Quebec Civil Code)
3. Draft clearly
In French, unless agreed otherwise (Quebec French
Charter)
4. Select the governing Law
Freedom to select the governing law (QCC)
Quebec Law: Direct Damages…
5. Interpret the Contract
Intention of the parties (QCC)
bcolas@cmkz.ca Quebec Legal Business Environment 12
13. Resolve Disputes - Courts
1. Alternative dispute settlement
Mediation (Quebec Code of Civil Procedure)
2. Quebec Courts
a. Jurisdictions
Small Claims Court: - $15,000
Court of Quebec: - $85,000
Superior Court of Quebec: + $85,000
b. Procedure
Trials in English or French
Experienced judges
Documentary and witness evidence but no US style
discovery
bcolas@cmkz.ca Quebec Legal Business Environment 13
14. Resolve Disputes - ADR
1. Mediation and ADR
Mediators Certified by the Quebec Bar
Institut de Médiation et d’Arbitrage du Quebec
2. Arbitration
a. Ad hoc
Quebec Code of Civil Procedure
b. Institutional
Institut de Médiation et d’Arbitrage du Quebec
Canadian Commercial Arbitration Center
ADR Institute of Canada
ADR Chambers of Canada
bcolas@cmkz.ca Quebec Legal Business Environment 14
16. What is specific to Quebec ?
1. Create and operate a company
2. Hire and fire local and foreign employees
3. Commercialize products and services
4. Protect intellectual property
5. Negotiate contracts
6. Resolve disputes
7. Access foreign markets
16Quebec Legal Business Environmentbcolas@cmkz.ca
17. Thank you
17
Bernard Colas, LL.D
Avocat | Attorney
T 514 288-2726 # 241 | bcolas@cmkz.ca
2020, boul. Robert-Bourassa #1920, Montréal, QC, H3A 2A5, Canada
Droit des affaires et du commerce international | International Trade and Business Law
bcolas@cmkz.ca Quebec Legal Business Environment