When you start a business with several people, one of the first important decisions is the choice of legal form . In Quebec, two main options are available: the General Partnership (SENC) and the Joint Stock Company (INC) . This choice has major consequences on your finances, your liability, your taxes and your long-term flexibility.
Here is a clear guide to understanding the differences between SENC and INC, and making an informed choice based on your project and your business vision.
What is a SENC?
The General Partnership (SENC) is a simple and inexpensive legal structure formed by two or more people who operate a business together. It is governed by the Civil Code of Quebec .
Key Features:
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Easy to register with the Registrar of Companies
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Few administrative formalities
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Partners are personally liable for debts
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Income is taxed at the personal level , according to each person's share
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No separate legal personality: the partners are the company
What is an INC (corporation)?
The INC , or corporation, is a legal entity separate from its owners . It can be incorporated federally (Canadian law) or provincially (Quebec law) .
Key Features:
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Liability limited to shares held (protection of personal assets)
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Independent taxation: the company pays its own taxes
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Better credibility with lenders, investors and partners
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More rigid structure, but more flexible for growth
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May have one or more shareholders
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Requires bookkeeping, minutes and annual corporate declarations
SENC vs INC Comparison Table
|
Criteria |
SENC |
INC (corporation) |
|---|---|---|
|
Creation |
Simple and inexpensive |
More complex process, higher cost |
|
Legal status |
Not a separate entity |
Separate legal entity |
|
Responsibility |
Unlimited, personal and supportive |
Limited to the invested capital |
|
Taxation |
Personally taxed income |
Company pays its own taxes, reduced rate possible |
|
Funding |
More difficult (personal credit required) |
More credible for banks and investors |
|
Asset protection |
Weak |
Strong (separation of personal property) |
|
Growth flexibility |
Limited |
High (share issue, external investors) |
|
Sale or transfer |
Complex, poorly structured |
Easier via actions, tax planning possible |
|
Annual costs |
Weak (simple statements) |
Higher (CPA, legal, corporate bonds) |
SENC: ideal for getting started quickly as a couple (but be careful)
SENCs are often chosen to quickly launch a small business between partners : consultants, artisans, freelancers, or local services. It's simple, fast, and free of administrative burden.
But the risks are real. In the event of bankruptcy or lawsuit, you are personally liable , even for your partner's mistakes. This means your personal assets can be seized .
In the short term, this is a viable solution. But in the medium to long term , it can become a restrictive structure, especially if you are growing or looking for financing.
INC: a solid foundation for growth, protection and structure
Incorporating your business allows you to build a professional structure , with limited liability , a more credible image , and tax optimization if profits exceed a certain threshold.
For example, an INC can retain its profits and pay a reduced corporate tax, instead of paying everything out as personal income. It also allows for estate planning , stock issuance , or easier future sales (e.g., through a stock freeze or shareholders' agreement).
What is the long-term impact?
Here is a simplified view of the impacts of your initial choice on the evolution of the company:
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In SENC , you will likely have to incorporate later if your business grows. This change involves fees, a transfer of assets, and can pose tax issues if poorly planned.
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In an INC , you can start small, but with a structure that follows you for 5, 10, 20 years or more , and which adapts to the entry of new partners or the sale of the company.
Several assistance programs (such as Investissement Québec, BDC, regional funds) favor corporations for structural and protection reasons.
Frequently Asked Questions – SENC vs INC
Can I transform a SENC into an INC later?
Yes, but it involves a transfer of assets, liabilities, and possibly tax implications. It's often easier to incorporate from the start if you plan to grow.
Can I be alone in SENC?
No. A SENC requires at least two partners . To operate alone, you must be self-employed or create a single-shareholder INC .
What are the costs for creating a SENC or an INC?
SENC: Basic registration with the Registrar (~$35 to $60).
INC: between $300 and $500, plus legal and accounting fees depending on complexity.
If I am in INC, do I still have to declare my personal income?
Yes. You report your salary or dividend received from the INC, while the company reports its own income.
Conclusion: choosing between SENC and INC means choosing a trajectory
SENC is useful for starting simply, for two people, with low growth risk .
The INC is recommended if you have ambitions for growth, financing, or if you want to protect yourself from the start .
At trnsfr , we support both buyers and founders in their choice of structure. If you are considering buying a business, an INC is often the ideal structure to facilitate the transaction, protect your assets, and structure the succession or resale .
