Notary or Lawyer in Québec: Who Should You Hire for Your Business?

Two legal professions, two roles

In Québec, civil law distinguishes between two legal professions whose roles overlap considerably, but not entirely. The Notaries Act defines a notary as a legal adviser who participates in the administration of justice and, unless retired, as a public officer. A lawyer, meanwhile, is the only professional who can plead or act before the courts on someone else's behalf, subject to exceptions provided by law.

In practice, three questions are enough: does the act require notarial form, is there a dispute before a court, and if neither applies, which professional knows your type of matter best? This guide applies the legislation to common situations founders face: forming a corporation (« incorporation »), shareholder agreements, commercial leases, contracts, litigation and the administration of oaths. It provides general information, not legal advice.

An important point: reserved acts are reserved when performed « pour le compte d'autrui ». The lists in section 15 of the Notaries Act and section 128 of the Act respecting the Barreau du Québec do not prevent founders from completing their own business's forms themselves.

What the law reserves for notaries

Under section 11 of the Notaries Act, a notary, acting as a public officer, executes acts to which the parties must or wish to give the character of authenticity. The notary must establish their date, verify the parties' identity, status and capacity, ensure their free and informed consent, advise them and act impartially toward them.

Since the 2023 modernization, section 15.0.1 specifies that, unless otherwise provided by law, no one other than a notary may record or validate statements of fact and declarations by the parties in a notarial act, or perform the other duties associated with the notary's role as a public officer. In other words, a lawyer can draft a contract, but only a notary can execute it as a notarial act.

Certain acts must be notarized « en minute », meaning they are kept in the notary's records, from which the notary then issues authentic copies. Two examples from the Civil Code of Québec (CCQ) often affect entrepreneurs:

• an immovable hypothec must, on pain of absolute nullity, be granted by a notarial act in minute;
• a gift of movable or immovable property must, on pain of absolute nullity, be made by a notarial act in minute and must be published, except for a gift of movable property delivered immediately to the recipient.

Notarial acts: authenticity and forced execution

A notarial act signed by all parties makes proof against all persons of the juridical act it contains and of the parties' declarations that relate directly to it. To contradict facts the notary was responsible for recording, an improbation proceeding is required. By contrast, anyone relying on an act under private signature (a contract signed only by the parties) must prove it.

Until recently, even when a debt was clearly set out in a notarial act, the creditor first had to obtain a judgment, as the Chambre des notaires du Québec points out. Article 1603.1 CCQ now allows forced execution of payment of a claim recorded in a notarial act in minute, under a procedure established by government regulation. This article was enacted by the Act to modernize the notarial profession and to promote access to justice (Bill No. 34, S.Q. 2023, c. 23, s. 3), assented to on October 24, 2023. Under section 76 of that Act, it was to come into force with the first regulation made to implement it; LégisQuébec indicates a coming-into-force date of September 1, 2026.

According to the Chambre des notaires brochure, the mechanism works as follows:

1. the notarial act contains a clause expressly providing for this procedure;
2. in the event of default, a bailiff serves a payment order on the debtor;
3. the debtor has 30 days to pay, reach an agreement or contest the order before the court;
4. without payment, an agreement or a challenge, the payment order filed with the court office acquires the same force as a judgment.

The brochure specifies that the act must have been entered into on or after September 1, 2026: a notarial act signed before that date does not qualify for this mechanism. Its examples include a commercial lease providing for rent payments and a business sale with a balance of the sale price owing. Exclusions include obligations that do not involve paying a sum of money, support payments, residential leases (which fall under the Administrative Housing Tribunal), obligations secured by a hypothec and situations subject to arbitration.

What the law reserves for lawyers

Section 128 of the Act respecting the Barreau du Québec reserves the following for practising lawyers (or legal advisers for certain acts):

• legal consultations and advice;
• drafting proceedings intended for the courts;
• drafting agreements, resolutions, by-laws and other documents relating to the incorporation, organization, reorganization or winding-up of a legal person;
• pleading or acting before any tribunal, with exceptions such as the Administrative Labour Tribunal or the Administrative Housing Tribunal.

However, section 129(e) allows practising notaries to perform the same acts, except for three: drafting judicial proceedings (other than in non-contentious matters), pleading before a tribunal, and collecting a claim with costs. A notary may, however, suggest that proceedings will be instituted. Legal advice and corporate documents therefore fall within both professions' scope; contested litigation falls within a lawyer's scope.

A company's secretary retains the right to draft meeting minutes, and a chartered professional accountant (CPA) retains the right to give tax advice.

Who does what: decision table

Incorporation and shareholder agreements

To incorporate a business corporation, notaries and lawyers have the same authority: the Notaries Act expressly covers documents relating to the incorporation and organization of a legal person and declarations required under legislation governing the legal publicity of enterprises, and the Act respecting the Barreau du Québec covers the same documents. However, nothing requires founders to use either professional to incorporate their own company; government fees are detailed in our article on the cost of incorporation in Québec.

The professional also handles the company's organization: share classes, resolutions, registers and, above all, the shareholder agreement. This contract governs what happens when a business partner wants to leave, dies or stops working in the business. Drafting such an agreement for others and advising on its contents are acts the law reserves for notaries and lawyers.

Selection criteria:

• Experience: ask how many shareholder agreements the professional drafts and for what types of businesses.
• Who they represent: the company, one business partner or all of them? If interests diverge, each partner can consult their own adviser.
• Taxation: the allocation of shares has tax implications; involve a CPA if needed.
• What comes next: only a lawyer can plead the case if a dispute between business partners goes to court.

Commercial leases and business contracts

The Civil Code does not require notarial form for commercial leases or most business contracts: a contract signed by the parties is sufficient. The landlord's and tenant's obligations are summarized in our article on commercial leases in Québec.

A notary provides the evidentiary force of an authentic act and, since September 1, 2026, a clause allowing forced execution without a judgment for unpaid rent, according to the Chambre des notaires. Choosing a lawyer makes sense when negotiations are tense or litigation is likely, since the lawyer can then plead the case.

Illustrative example. Three business partners incorporate a business corporation and sign a five-year lease for premises in Montréal. A notary or a lawyer prepares the articles, resolutions and shareholder agreement; the law requires neither one nor the other. They have a lawyer review the lease because the landlord is proposing personal guarantee clauses. For a loan one partner makes to the company, they choose a notarial act with a forced execution clause. Finally, a sworn statement required by a bank is signed before a commissioner for oaths.

Litigation: when only a lawyer can act

Before a court of law, only a lawyer can represent a business, apart from the exceptions in section 128. However, a notary may send a formal demand arising from an act they have executed, without charging costs to the person concerned, and represent clients in non-contentious applications under the Code of Civil Procedure.

In the Small Claims Division of the Court of Québec, the reverse is true: the application concerns a claim of no more than $15,000 (the amount in effect in October 2026, excluding interest), and a company may bring a claim only if it had no more than 10 employees during the preceding 12 months. Article 542 generally prohibits a lawyer from acting as a representative; the company is represented by an officer or employee who is not a lawyer. It may, however, consult a lawyer to prepare.

Having a document sworn

A sworn statement (affidavit) is signed before a person authorized to administer an oath. The Minister of Justice appoints commissioners for oaths and maintains a public register. The Courts of Justice Act also authorizes, among others:

• lawyers entered on the roll of the Order, anywhere in Québec;
• notaries entered on the roll, anywhere in Québec and outside Québec for an act connected with Québec;
• court clerks and justices of the peace;
• mayors, municipal councillors and municipal clerks, within their municipality.

A deposition taken under oath by a commissioner has the same validity as if it were taken in open court. The fee is regulated: a commissioner or another authorized person cannot charge more than $5 per deposition (the amount in effect in October 2026), and the service may be free.

The steps according to Québec.ca:

1. Reread the document and check that it is accurate.
2. Declare under oath, before the commissioner, that its contents are true.
3. Sign in the commissioner's presence, or sign again if you have already signed.
4. The commissioner enters the place, date, their name, signature, title and number.

An oath can be administered remotely if the commissioner offers this service, using technology that allows you to see and hear each other; an oath administered by telephone is not valid.

To find a commissioner, use the search tool in the Ministère de la Justice register and make an appointment before going there. In Montréal, Accès Montréal offices offer the service for $5 per document, in person with photo identification; the Sud-Ouest office is at 815, rue Bel-Air.

Limits to be aware of:

• a commissioner cannot certify that a copy is a true copy of the original or confirm your identity, and does not check the accuracy of your statement;
• a commissioner cannot make any copy or affidavit relating to documents intended for an apostille;
• no one may administer an oath to their parents, siblings, spouse or children, or to a party they represent in a case;
• according to Ville de Montréal, a commissioner cannot sign a power of attorney.

Who, then, can certify a true copy? The Civil Code provides the answer for an organization's documents: a certified copy of a document may stand in place of the original, and, for a document held by the State, a legal person, a partnership or an association, certification is performed by a person in authority or responsible for keeping the document ^[1]. For your company's articles or register, an officer, such as the secretary, therefore certifies the copy, supported if necessary by a statement from the person who made it ^[1]. For a notarial act in minute, only the notary who executed it, the transferee of the notary's records, a person authorized by the custodian or the custodian's mandatary may issue copies; when certified as true copies, they are authentic (ss. 88 and 92.1 of the Notaries Act). If a foreign organization or a professional order requires certification by a notary or lawyer, that is the organization's requirement, to be read in its own instructions.

Finding and checking a professional

Notary. The Chambre des notaires' Find a notary tool lets you search by city, postal code, area of practice and language; it lists only notaries who wish to receive referrals. The same tool checks the roll of the Order to confirm that someone is a notary (exact first and last names required).

Lawyer. The Barreau du Québec's Find a lawyer tool offers searches by area of law and region, as well as a search by name in the roll of the Order. To confirm status or disciplinary measures, the Barreau also answers inquiries by telephone at 514 954-3411 or 1 844 954-3411.

Referral service. Referral services direct you to lawyers who have registered voluntarily. In Montréal (514 866-2490), the first 60 minutes of consultation cost $60 (the rate in effect in October 2026). The Barreau specifies that these referrals are not recommendations and that the fee for additional time must be agreed upon.

Legal aid. Both tools let you filter for professionals who accept legal aid mandates, a public service provided free or with a contribution for people who qualify financially.

Authenticating a lawyer's signature. If an organization requires proof that a document was signed by a Québec lawyer, the Barreau authenticates the signature for $50 plus taxes (in effect in October 2026) and sends the certificate within five business days.

No official fee schedule sets drafting or advisory fees: each notary or lawyer sets their own. Ask for a written estimate specifying the scope of the engagement, the hourly rate or flat fee, and what is excluded.

A decision tree in five questions

1. Must the act be notarized? An immovable hypothec, a gift, or you want authenticity or a forced execution clause: a notary.
2. Is there a dispute before a court? Yes: a lawyer, except in small claims, where you act for yourself.
3. Does the matter involve structuring a business? Incorporation, a shareholder agreement, reorganization: a notary or a lawyer, ideally with a CPA for tax matters.
4. Do you only need to have a statement sworn? A commissioner for oaths, a notary or a lawyer, at most $5.
5. Is the professional registered? Check the roll of the Order before signing anything.

A notary may also meet clients in a shared office that complies with the rules of their professional order; 2727 Coworking offers meeting rooms in Griffintown, along the Lachine Canal.

Sources

1. Notaries Act, CQLR, c. N-3 (LégisQuébec)
2. Act respecting the Barreau du Québec, CQLR, c. B-1 (LégisQuébec)
3. Civil Code of Québec, CQLR, c. CCQ-1991 (LégisQuébec)
4. Code of Civil Procedure, CQLR, c. C-25.01 (LégisQuébec)
5. Act to modernize the notarial profession and to promote access to justice, S.Q. 2023, c. 23 (Publications du Québec)
6. Article 1603.1 CCQ, versions of the provision (LégisQuébec)
7. Courts of Justice Act, CQLR, c. T-16 (LégisQuébec)
8. Recovering money owed without going before a court (Chambre des notaires du Québec)
9. Brochure « Recouvrer une somme due sans obtenir un jugement », 2026 (Chambre des notaires du Québec)
10. Find a notary (Chambre des notaires du Québec)
11. Find a lawyer (Barreau du Québec)
12. Checking a lawyer's status (Barreau du Québec)
13. Referral services (Barreau du Québec)
14. Having an oath administered (Québec.ca)
15. Roles and responsibilities of a commissioner for oaths (Québec.ca)
16. Finding a commissioner for oaths (Québec.ca)
17. Having an oath administered (Ville de Montréal)