Québec’s Language Legislation: Release of Regulations Impacting Commercial Contracts and Trademarks | Stikeman Elliott LLP
This post summarizes a newly published regulation (the “Amended Regulation”) amending the Québec Charter of the French Language (“Charter”) and the Regulation respecting the language of commerce and business in key areas such as commercial contract drafting and the use of English-language trademarks. The final version of the regulation has been revised in important ways since our post from January 2024 which provided a summary of the draft version of the regulation. For a summary of the main business-related changes that Bill 96 made to the Charter, see our posts from August 2022 and June 2023.
Note that, for the sake of simplicity, we refer in this post to certain impacts of the legislation and regulations on the use of English in commercial contexts, but the cited provisions generally apply in the same way to any “language other than French.”
Trademarks on Products, Packaging and External Signs: Clarifying the New Rules
As of June 1, 2025, the current exemption for trademarks will be limited so that both recognized and registered English trademarks will only be permitted to appear on external signage and inscriptions (i.e., labels on products and packaging, as well as documents supplied with them) if there is no corresponding registered French version of the trademark and any generic terms or product descriptions included in the English language mark also appear in French on the product or on a medium permanently attached to it.[1]
Additional information about equivalent French terms on products
Under Bill 96, if a generic term or product description in English forms part of the mark on the product, the term or description will have to also appear in French on the product or on a medium permanently attached to it. According to the Amended Regulation, this applies equally if the mark that includes the English generic term or product description appears on the product’s container or wrapping or any document or object supplied with it.[2]
A description refers to one or more words describing the characteristics of a product, and a generic term refers to one or more words describing the nature of a product.[3] Designations of origin and distinctive names of a cultural nature are not considered to be descriptions or generic terms.[4]
Date after which non-compliant products may no longer be offered
Non-compliant products will be allowed to be distributed, retailed, leased or sold until June 1, 2027, provided they were manufactured before June 1, 2025 and that no French-language version of the product’s trademark was registered as of June 26, 2024.[5]
Predominance of French on public signs and posters and commercial advertising
French must be markedly predominant on public signs and posters visible from outside the premises of a business, including those where any of the following appear: (i) a trademark in a language other than French, or (ii) the name of a business that includes an expression from a language other than French.[6]
To ensure that French is markedly predominant, the signage must be accompanied by French terms, such as a generic term, a description of the products or services concerned, or a slogan.[7] A description refers to one or more words describing the characteristics of the relevant products or services, and a generic term refers to one or more words describing the nature of the relevant products or services.[8]
Additionally, the French must have a greater visual impact than the English. To meet this requirement, the French text must take up at least twice as must space as the English text and its legibility and permanent visibility must be equivalent to the English within the same visual field.[9]
Public signs and posters whose French components are permanent and that are designed, lighted and situated in such a way as to make the French always easy to read at the same time as the English are considered to meet the requirements for legibility and visibility. In contrast, public signs and posters that are of a precarious nature – such as those that are easily removed or torn off – are not considered to ensure permanent visibility, unless the display system has measures to guarantee the presence or replacement of the signage. In dynamic signage including text in French and English displayed in alternation, the French text must be visible at least twice as long as the English text.[10]
Lastly, the Regulation defining the scope of the expression “markedly predominant” for the purposes of the Charter of the French language is revoked considering that the notion of “markedly predominant” is now addressed in the Amended Regulation.[11]
Effective date of the changes
These changes will come into force on June 1, 2025.[12]
Language of Adhesion Contracts and Related Documents with Private Parties
Adhesion contracts are contracts where the principal clauses were drafted by one party (the “Business”) and the other party (the “Adhering Party”) was not afforded an opportunity to negotiate them.[13] Standard examples include employment contracts, collective agreements, insurance contracts, leases, and co-ownership declarations.
Unless an exemption applies, an Adhering Party may choose to sign an adhesion contract in English only if the Business has first remitted (provided) the French version to the Adhering Party. If the parties have chosen to enter into the contract exclusively in English, the related documents may be exclusively in English as well. Related documents include those that:
- attest to the existence of the contract, such as an insurance certificate;
- are required to be attached by law, such as a resiliation or resolution form;
- otherwise constitute an ancillary document.[14]
Contracts entered into online or via telephone
For contracts of adhesion entered into online or via other technological means, the requirement to provide a French version of the contract is met by providing the adhering party with the applicable standard clauses in French.[15]
For contracts of adhesion entered into by telephone, the requirement to provide a French version of the contract is met if the adhering party has stated their express wish to enter into the contract in English, provided that the adhering party was explicitly invited to consult the applicable standard clauses in French electronically.[16] In cases where the adhering party does not have the technological means to access the applicable standard clauses in the contract and the contract will take effect immediately, the requirement to issue a French version of the contract is met by the adhering party stating their express wish to enter into the contract in English.[17]
In either case, if the adhering party notes discrepancies between the French-language contract and the version in another language they were given or subsequently consulted, the adhering party may invoke either version, according to their interests.[18]
These changes come into force on July 11, 2024.[19]
[1] Charter of the French Language, CQLR c C-11, ss. 51.1 and 58.1 [Québec Charter]; Section 2 of the Regulation to amend mainly the Regulation respecting the language of commerce and business [Amended Regulation], new section 7.1 of the Regulation respecting the language of commerce and business [Commerce Regulation]; section 4 of the Amended Regulation, new section 25.1 of the Commerce Regulation.
[2] Section 6 of the Amended Regulation, new section 27.1 of the Commerce Regulation.
[3] Section 6 of the Amended Regulation, new section 27.2 of the Commerce Regulation.
[4]Ibid.
[5] Section 7 of the Amended Regulation.
[6] Québec Charter, ss. 58.1 and 68.1
[7] Section 6 of the Amended Regulation, new section 27.7 of the Commerce Regulation.
[8] Ibid.
[9] Section 6 of the Amended Regulation, new section 27.6 of the Commerce Regulation.
[10]Ibid.
[11] Section 8 of the Amended Regulation.
[12] Section 9 of the Amended Regulation.
[13] The legislation refers to these contracts as “contracts pre-determined by one party”.
[14] Section 6 of the Amended Regulation, new section 27.3(1) of the Commerce Regulation.
[15] Section 6 of the Amended Regulation, new section 27.3(3) of the Commerce Regulation.
[16] Section 6 of the Amended Regulation, new section 27.3(2)(a) of the Commerce Regulation.
[17] Section 6 of the Amended Regulation, new section 27.3(2)(b) of the Commerce Regulation.
[18] Section 6 of the Amended Regulation, new section 27.3 of the Commerce Regulation.
[19] Section 9 of the Amended Regulation.
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