CANADA – QUÉBEC Law and Practice Contributed by: Eleonora Eusepi, Sabrina Guillot, Janie Chaloux and Nicolas Gosselin, BCF Business Law LLP
2.3 Effecting Lawful and Proper Transfer of Title Transfer of title to real estate is affected as soon as a valid contract, whether under private signature or in notarial form, is entered into between the parties, but can also occur through other legal constructs, such as donations or exchanges. Although not necessary for the transfer to lawfully occur, in order to be opposable to third parties, any transfer of title is published in the Québec Land Register. The obtention of lender title insurance is common in real estate financing transactions, while owner title insurance is obtained primarily when extensive title review of the property in question has not been affect - ed by the purchaser. 2.4 Real Estate Due Diligence Real estate due diligence varies depending on the asset class being purchased. However, items com - monly reviewed as part of any due diligence include: • review of documents available at the Land Registry and other public registers to confirm title to the property and the existence of encumbrances; • requests for information from relevant governmen - tal (and other) authorities to ensure the property’s conformity with applicable laws; • zoning conformity for the purchaser’s intended use of the property; and • contract review, including review of leases and contracts with various service providers. 2.5 Typical Representations and Warranties Under Québec’s Civil Code, statutory warranties of ownership and quality apply unless excluded. In commercial transactions, sellers typically provide representations and warranties regarding authority, title, absence of litigation, taxes, environmental com - pliance, residency for tax purposes, non‑permitted encumbrances, property condition, and brokerage commissions, with additional assurances for leases or operational matters. Survival periods usually range from six to 36 months, while “fundamental” represen - tations may survive longer. Liability caps vary with deal size and seller strength. If breached, buyers may seek damages, a price reduction, or rescission. Represen -
ties, in force as of 25 March 2025, tightens restrictions on the acquisition and use of agricultural land, notably by limiting purchases by non-farmers and restricting development opportunities.
2. Sale and Purchase 2.1 Categories of Property Rights
Québec law draws a fundamental distinction between real rights and personal rights. Real rights confer a direct and enforceable power over a thing, such as immovable property, and are opposable to third parties. The principal real right is ownership, which includes the right of use, enjoyment, and disposition, while personal rights create a claim against a specific person rather than a direct right in the property itself; for example, a lease generally grants the tenant a personal right of use only. Ownership may also be structured through modalities and dismemberments, including usufruct, bare ownership, emphyteusis, and divided co-owner - ship, commonly used for condominiums. 2.2 Laws Applicable to Transfer of Title The Civil Code of Québec defines the right of own - ership and governs the principal modes of transfer of property, including sale, exchange, gift and suc - cession. Furthermore, the Act respecting duties on transfers of immovables imposes transfer duties upon their acquisition. In addition, the acquisition of cer - tain residential properties by non-Canadians may be restricted under the Prohibition on the Purchase of Residential Property by Non-Canadians Act. Certain categories of property are also subject to specific legislative regimes. Real property located in agricultural zones is subject to the Act respecting the preservation of agricultural land and agricultural activi - ties, which may require authorisation from the Com- mission de protection du territoire agricole du Québec in the event of a transfer. Heritage buildings in Québec are primarily governed by the Cultural Heritage Act, which establishes the framework for protecting, clas - sifying, and regulating interventions on culturally sig - nificant immovables.
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