By Mélanie Power, Partner, Dentons Canada LLP

Franchisors and franchisees in Quebec must be aware of language laws that set out detailed requirements for doing business in the province. Recent changes to Quebec’s language legislation have clarified and reinforced existing requirements and imposed more stringent requirements in some cases. This article provides a summary of Quebec’s language laws and the recent amendments and discusses how these requirements may impact the businesses of franchisors and franchisees.

Québec Language Laws and Recent Amendments

In 1977, the Charter of the French Language (the “Language Charter”),[1] established French as the official language of Quebec and prescribed the use of the French language in various areas such as civil administration, employment, and commerce. Under the Language Charter, every person in Quebec has a right to have all enterprises doing business in Quebec communicate with them in French, every worker in Quebec the right to carry on their activities in French, and every consumer in Quebec the right to be informed and served in French.[2] The Regulation respecting the language of commerce and business[3] sets out further details regarding language requirements for conducting business in Quebec.

On May 24, 2022, the Language Charter was amended by the adoption of the Act Respecting French, the official and common language of Quebec (“Bill 96”).[4] Bill 96’s stated purpose is to “affirm that the only official language of Québec is French”. Bill 96 clarifies and reinforces the Quebec Language Charter and introduces some new requirements with a potentially significant impact on franchisees and franchisors operating in the province. On January 10, 2024, the Quebec government published a draft regulation which would revise the current Regulation respecting the language of commerce and business,[5] and clarify the amendments to the Language Charter imposed by Bill 96. This draft regulation is not yet in effect and is likely to be further amended before being passed.

Franchising in Quebec: Impact of the Language Charter

The Language Charter applies to any “enterprise doing business in Québec”. An enterprise that has its head office, a place of business or an address in Quebec may be “doing business in Québec”. Further, an enterprise may be deemed to be doing business in Quebec if it is deriving profit from, or controlling the sale of products or services in the province, or even if it has Quebec-targeted advertising.[6] Therefore, it is clear that the Language Cbox,ter applies to a Quebec-based franchisee, but will likely only apply to a franchisor if it establishes offices, retail or corporate stores in Quebec, or employs people in Quebec.[7] Notwithstanding the above, a franchisor may also be considered to be doing business in Quebec if it is required to register under the Act respecting the legal publicity of enterprises,[8] which creates a presumption that a person, trust or partnership is operating an enterprise in Quebec if it has an establishment, a post office box or the use of a telephone line in Quebec; or performs any act for profit in Quebec.[9]

The Language Charter and the Regulation respecting the language of commerce and business[10] contain extremely detailed language requirements for doing business in Quebec. The following is a high-level overview of some of the key provisions of the Language Charter and Regulation that may impact the operations of franchisors or franchisees in the province:

• Business Name: To conduct business in Quebec, an enterprise must register a French business name unless the Act under which it is incorporated does not allow it.[11]
  
• Goods and services offered in French: An enterprise that offers goods and services to consumers must inform and serve them in French. Bill 96 amends the Charter to further provide that an enterprise that offers goods and services to a public other than consumers must inform and serve it in French.[12] French and another language may both be used when servicing and informing clients, but only if the French version is displayed at least as prominently.[13] Invoices, receipts, acquittances and other documents of the same nature must be drawn up in French.[14] Further, regardless of the medium used, catalogues, brochures, folders, commercial directories, order forms and any other documents of the same nature that are available to the public must also be drawn up in French. No person may make such a document available to the public in a language other than French if the French version is not available on terms that are at least as favourable.[15]
  
• Contracts: Under the amended Language Charter, contracts pre-determined by one party (aka adhesion contracts) and related documents must be drawn up in French, at least initially. Franchise agreements are generally viewed as contracts of adhesion. The parties may subsequently agree to be bound by a version in a language other than French.[16] This clarification extinguished a common practice whereby businesses would insert a standard language clause into an adhesion contract providing that the parties agreed to enter the contract drafted solely in English. Under the new rules, a French version must be presented first. There are some limited exemptions (e.g. loan contracts, financial instruments, contracts used in relations with extra-provincial parties), and this rule does not apply to contracts that are negotiated between the parties, even if they contain some standard clauses. Any contract entered into with the Quebec civil administration must be drawn up exclusively in French.[17]
  
• If the provisions of a contract contravene the Language Charter, a person who suffers an injury as a result may apply to annul the contract.[18] If a contract of adhesion contravenes the Language Charter, the adhering party may apply to nullify the contract without having to prove they have been injured as a result.[19] Thus, if a franchise agreement is an adhesion contract, it is important to comply with the new requirement that the contract be drawn up in French first or risk it being found null and void.
  
• Language of the Workplace: One of the key goals of the Language Charter is to ensure that French is the language of the workplace in Quebec. Every employer in Quebec is required to respect employees’ rights to carry on their activities in French. To achieve this end, the Language Charter requires employers to meet the following requirements (among others):
  
  
  • Individual employment contracts must be drawn up in French unless the parties agree otherwise. The new rules regarding adhesion contracts also apply to employment contracts.[20]Employment application forms and job offers must be in French. Bill 96 provides that when an employer advertises a job offer in French and in another language other than French, the offers must be published simultaneously and using transmission means of the same nature and reaching a target public of a proportionally comparable size.[21]Communications with employees must be in French unless the employee specifically requests otherwise. This includes offers of employment, transfers or promotions, conditions of employment and internal training documents.[22]
  
  
  • An employer cannot require specific knowledge of a language other than French unless it is necessary to perform the duties of the position. Bill 96 requires an employer to demonstrate that it has taken all reasonable steps to avoid requiring knowledge of a language other than French.[23]
    
• Francization of businesses with 25 employees or more: As of June 1, 2025, Bill 96 will reduce the threshold at which businesses may have to undergo a “francization program” from businesses with 50 employees or more to businesses of 25 employees or more.[24] The francization program is aimed at generalizing the use of French at all levels of Quebec enterprises.[25] Businesses with 25 employees or more will have to register with the Office Québécois de la langue française (“French Language Office”) and obtain a francization certificate, which affirms the generalized use of French at all levels of the enterprise.[26] The French Language Office will maintain a list of non-compliant enterprises. The Quebec government will not contract with non-compliant enterprises or grant them subsidies.[27]
  
• Advertising: Public signs and posters and commercial advertising must be in French. They may be in both French and another language if French is “markedly predominant”. The Government may determine, by regulation, the places, cases, conditions or circumstances where public signs and posters and commercial advertising must be in French only, where French need not be predominant or where such signs, posters and advertising may be in another language only.[28] Bill 96 narrows the ability to use a non-French trademark in commercial advertising. As of June 1, 2025, a non-French trademark will only be permitted if registered under the federal Trademarks Act, R.S.C. 1985, c T-13. Further, on public signs and posters visible from outside premises, French must be markedly predominant when a non-French trademark appears.[29] Franchisors will need to consider how to comply with this requirement while minimizing the impact it may have on their brand identity. 
  
• Packaging: Franchisors intending to have products distributed in Quebec must take note of the province’s language labelling requirements. Every inscription on a product, on its container or on its wrapping, or on a document or object supplied with it, including the directions for use and the warranty certificates, must be drafted in French. The French inscription may be accompanied with a translation, but no inscription in another language may be given greater prominence than that in French or be available on more favourable terms.[30] As of June 1, 2025, on a product, a trademark registered under the Trademarks Act may be drawn up in a language other than French if no corresponding French version is registered. However, if a generic term or description of the product is included in the trademark, it must appear in French on the product or attached to the product.[31]
  
• Offences and Penalties: The French Language Office has the power to investigate non-compliance with the Language Charter, and can apply to the Superior Court of Quebec for an injunction to ensure compliance.[32]Fines for contravention of the Language Charter range from $700 to $7,000 for individuals, and $3,000 to $30,000 for corporations.[33] Directors and officers are presumed to have also committed an offence unless they establish that they exercised due diligence, and are subject to fines ranging from $1,400 to $14,000.[34] The fine for wilfully disclosing false or misleading information to the French Language Office or retaliating against a person who discloses information to the French Language Office ranges from $2,000 to $20,000 for an individual and $10,000 to $250,000 for corporations.[35] Fines are doubled for a second offence and tripled for any subsequent offences.[36] If an offence continues for more than one day, each day constitutes a separate offence.[37]

Conclusion

The language requirements applicable to franchisees and franchisors doing business in Quebec are detailed and complex. Recent amendments to Quebec’s language laws have both clarified and in some cases broadened these requirements. The consequences for failing to comply with the Language Charter are serious, and include the potential annulment of franchise agreements, ineligibility for government contracts, court proceedings and injunctions, and large fines for both corporations and directors and officers. Franchisees and franchisors should seek professional advice to determine whether the Quebec Language Charter applies to their operations and, if so, what they must do to comply.

---

[1] Charter of the French Language, CQLR, c. C-11.

[2] Language Charter, preamble and s. 1.

[3] Regulation respecting the language of commerce and business, CQLR, c. C-11, r. 9.

[4] An Act respecting French, the official and common language of Québec, SQ 2022 c 14.

[5] Règlement modifiant principalement le Règlement sur la langue du commerce et des affaires, available online in French at <https://www.publicationsduquebec.gouv.qc.ca/fileadmin/gazette/pdf_encrypte/lois_reglements/2024F/82179.pdf>.

[6] Canadian Franchise Guide, Andraya Frith, Dominic Mochrie and Gillian Scoot, eds., (Toronto, ON: Thomson Reuters Canada Limited, 2023) at § 9:37.

[7] Canadian Franchise Guide, Andraya Frith, Dominic Mochrie and Gillian Scoot, eds., (Toronto, ON: Thomson Reuters Canada Limited, 2023) at § 13:29.

[8] Act respecting the legal publicity of enterprises, CQLR c P-44.1.

[9] Act respecting the legal publicity of enterprises, CQLR c P-44.1, s. 25.

[10] Regulation respecting the language of commerce and business, CQLR, c. C-11, r. 9.

[11] Language Charter, ss. 63-65.

[12] Language Charter, s. 50.2.

[13] Language Charter, ss. 89 and 91.

[14] Language Charter, s. 57.

[15] Language Charter, ss. 52 and 57.

[16] Language Charter, s. 55.

[17] Language Charter, s. 21.

[18] Language Charter, s. 204.18.

[19] Language Charter, s. 204.21.

[20] Language Charter, s. 41.

[21] Language Charter, s. 42.

[22] Language Charter, s. 41.

[23] Language Charter, ss. 46 and 46.1.

[24] Language Charter, s. 139.

[25] Language Charter, s. 141.

[26] Language Charter, s. 140.

[27] Language Charter, ss. 152 and 152.1.

[28] Language Charter, s. 58. See the Regulation respecting the language of commerce and business, C.Q.L.R. c. C-11, r. 9 and the Regulation defining the scope of the expression “markedly predominant” for the purposes of the Charter of the French Language, C.Q.L.R. c. C-11, r. 11.

[29] Language Charter, s. 58.1 (in effect June 1, 2025).

[30] Language Charter, s. 51.

[31] Language Charter, s. 51.1 (in effect June 1, 2025).

[32] Language Charter, ss. 166 and 183.

[33] Language Charter, s. 205.

[34] Language Charter, s. 208.4.2.

[35] Language Charter, s. 206.

[36] Language Charter, s. 207.

[37] Language Charter, s. 208.0.1.