A Québec asset deal engages two sales-tax statutes. The going-concern election sits at section 75 of the Act respecting the Québec sales tax, not at Excise Tax Act section 167, and it is a second, separate election. Most of the wording matches the federal text; several things do not, and one is a filing deadline.
Key takeaways
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The Québec provision is section 75, and it opens on the federal provision’s facts: a supply of a business under which the buyer acquires “all or substantially all of the property that can reasonably be regarded as being necessary for the recipient to be capable of carrying on the business or part as a business”. Identical to ETA section 167(1), marginal note Supply of assets of business — read from the Québec text, not inferred.
The election clause matches too: “except where the supplier is a registrant and the recipient is not a registrant, the supplier and the recipient may make a joint election in prescribed form containing prescribed information to have section 75.1 apply to those supplies.” A registered seller cannot elect with an unregistered buyer; our page on the federal election covers that side.
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The election alone does nothing. Section 75.1 produces the result, and only if filed: the recipient, “if a registrant, files the election with the Minister not later than the day on or before which the return under Chapter VIII is required to be filed for the recipient’s first reporting period in which tax would, but for this section, have become payable”. The federal provision measures the same deadline against “the return under Division V”.
Where it lands, “no tax is payable in respect of a supply of any property or service made under the agreement other than” a service the supplier is still to render, “a taxable supply of property by way of lease, licence or similar arrangement”, and, for an unregistered buyer, a sale of real estate. A fourth item once existed; the text now reads “(d) (subparagraph repealed)”. Treadstone Law on an election that turns out to be wrong is federal, but the warning carries: fail the test and the tax is treated as having applied all along.
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ETA section 167(1.1)(a)(iii) preserves tax on “where the recipient is not a registrant, a taxable supply by way of sale of real property”. QST section 75.1(1)(c) preserves tax on “where the recipient is not a registrant, a taxable supply by way of sale of an immovable”. Immovable is civil-law vocabulary, and what falls inside it is settled by Québec property law. The same substitution runs through the Act: input tax refund for input tax credit.
The QST version has a part with no federal counterpart. Section 75.1 twice carves out section 20.1, which deems a supply of a road vehicle “made otherwise than in the course of a commercial activity” that must be registered under the Highway Safety Code to be a taxable supply.
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QST section 75.2 and ETA section 167.1, marginal note Goodwill, close with the same clause: where part of the consideration “can reasonably be attributed to goodwill of the business or part, that part of the consideration shall not be included in calculating the tax payable in respect of the supply”.
But the numbering matters. The QST small-supplier test at section 294 counts consideration “(other than consideration referred to in section 75.2 that is attributable to goodwill of a business)”; ETA section 148(1)(a) uses the identical parenthesis pointing at section 167.1. The thresholds match — “$30,000 or, where the person is a public service body, $50,000” — but section 294 adds a third exclusion the federal test lacks. Treadstone Law sets out the rolling-quarter mechanics federally.
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QST section 407 opens: “Every person who makes a taxable supply in Québec in the course of a commercial activity engaged in by the person in Québec is required to be registered”. ETA section 240(1), marginal note Registration required, is the same sentence built on Canada.
The exceptions are where an out-of-province buyer should slow down. Federally the third is “the person is a non-resident person who does not carry on any business in Canada”; in Québec it is “the person is not resident in Québec and does not carry on any business in Québec”. Residence is measured against the province, so an Ontario corporation is a non-resident here in a way it never is federally. Our page on the GST/HST registration a buyer forgets covers the first duty; this is the second.
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This is the provision most likely to cost a buyer money. ETA section 240(2.1) says a person required to register “must apply to the Minister for registration before the day that is 30 days after” — in the ordinary case, “the day the person first makes a taxable supply in Canada, otherwise than as a small supplier”.
Québec gives no such grace. QST section 410.1 says the person “shall apply to the Minister for registration before” — in the ordinary case — “the day the person first makes a taxable supply in Québec, otherwise than as a small supplier”. The application goes in ahead of the first sale, not within a month of it.
A newly incorporated purchaser has no supply history and meets the small-supplier definition on day one, so voluntary registration under section 411 — open to anyone “engaged in a commercial activity in Québec” — is the usual route, and what makes input tax refunds claimable from the first invoice.
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The federal Act overrides the small-supplier exemption for taxis only; Québec overrides it for several. Section 407.2 catches “every person who engages in the retail sale of tobacco”; section 407.3 catches “every small supplier who makes a supply of alcoholic beverages”; section 407.4 catches “every small supplier who engages in the retail sale of fuel”.
Section 407.5 reaches further, to “a small supplier or a person not resident and not carrying on business in Québec” who engages in the retail sale of a new tire or the sale of a road vehicle — registering people the general rule expressly excuses. So a dépanneur, a restaurant with a liquor permit or a tire shop may sit under $30,000 of sales and still need a QST registration.
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Federal registration is a number and a letter: under ETA section 241(1) the Minister “must assign a registration number to the person and notify the person in writing of the registration number and the effective date of the registration”.
Québec issues an instrument. QST section 415 has the Minister notify the person “by way of a registration certificate”, then adds a sentence with no federal analogue: “The registration certificate shall be kept at the principal establishment of its holder in Québec and may not be transferred.” The seller’s QST registration is therefore not an asset of the business and cannot be assigned with the goodwill — unlike a commercial lease, a hypothec at the RDPRM or employment under article 2097.
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Where the deal includes real estate, two provisions work together. QST section 423 says a supplier “who makes a taxable supply of an immovable by way of sale is not required to collect tax payable by the recipient under section 16” where, among other cases, “the recipient is registered under Division I”. ETA section 221(2), marginal note Exception, does the same for real property.
The buyer then accounts for the tax. QST section 438 requires a registrant who acquired the property “for use or supply primarily in the course of commercial activities” to “pay the tax to the Minister and report the tax in that return”; ETA section 228(4) is the federal mirror. Everyone else is on a deadline the Acts phrase a hair apart — Québec “the last day of the month following the month in which the tax became payable”, Ottawa “following the calendar month”. See the federal self-assessment and Treadstone Law on commercial-property self-assessment.
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The rate is in the statute. QST section 16: “Every recipient of a taxable supply made in Québec shall pay to the Minister of Revenue a tax in respect of the supply calculated at the rate of 9.975% on the value of the consideration for the supply.” Section 52 sets the base, including “any duty, fee or tax imposed under an Act of Canada, other than tax imposed under Part IX of the Excise Tax Act”. Part IX is the GST, so QST is charged on the pre-GST amount.
The intuition that a Québec deal means two tax authorities is inverted: one administration usually handles both, and it is the provincial one. The CRA’s registrant guide states that “In Quebec, Revenu Québec generally administers the GST/HST… you have to file your returns with Revenu Québec using its forms”. Two statutes, two elections, one counter.
Two things could not be established here. The Québec form number: section 75 requires a “prescribed form”, the Regulation respecting the Québec sales tax prescribes none, and revenuquebec.ca returned HTTP 403 to plain curl, a browser user-agent and an automated fetch alike. The federal equivalent is Form GST44. And Revenu Québec’s reading of “all or substantially all”: the CRA glosses it as “at least 90% of the property”, a figure in neither statute, and whether the province uses it could not be sourced. Treadstone Law makes that point federally — no fixed percentage is in the Act — and separately covers an Ontario corporation operating in Québec: Registraire des entreprises registration, not QST.
No. QST has its own separate going-concern election under section 75 of the Act respecting the Quebec sales tax, which must be filed independently of the federal GST44 election, even though the two provisions use closely matching wording.
Much less. Federally, a person has until 30 days after their first taxable supply to apply for GST/HST registration. Under QST section 410.1 there is no such grace period, and the buyer must apply for registration before making its first taxable supply in Quebec.
Not always. Quebec overrides the small-supplier exemption for certain trades regardless of revenue, requiring registration for retailers of tobacco, alcohol, fuel, new tires, and road vehicles even when their total sales fall under the general threshold.
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