Real Estate

As part of the Quebec budget for 2025, the provincial government has announced a host of new tax measures and changes to existing tax measures. This series of bulletins will provide an overview of three of these measures which introduce significant tax changes and will have a considerable impact on many Quebec businesses: the introduction of the CRIC, changes to the tax credit for the development of e-business (TCEB) and changes to the public utility tax (PUT). Research and development tax credits, such as the R&D tax credit for salaries and wages, the university research tax credit and the pre-competitive research tax credit, all have a very important place in Quebec’s tax and economic systems. They were designed to provide substantial tax support for businesses investing in research and development (R&D), while reducing the financial risks inherent to such activities. The new CRIC simplifies and centralizes these tax measures by grouping them under a single tax credit, making application for Quebec businesses more consistent and efficient. This new credit’s basic rate will be 20%, with an increased rate of 30% applicable to the first million dollars of eligible expenses. This structure is designed to be internationally competitive and help Quebec businesses maintain a significant tax advantage over their counterparts in other jurisdictions. To benefit from the credit, a business must carry out R&D or commercialization activities in Quebec and incur eligible expenses in the course of these activities. Eligible expenses include salaries directly linked to research, payments to subcontractors and research organizations and certain capital expenditures, save for those made to acquire real estate property such as land, buildings and rights of use over buildings. The real estate exclusion is intended to ensure that tax support is spent on technological innovation rather than real estate investments. The credit takes effect for all tax years ending after March 25, 2025. The tax credits for scientific research and experimental development, university research or public research centres, private partnership pre-competitive research, fees and dues paid to a research consortium, technological adaptation services and industrial design are all abolished, as they are now included in the new CRIC.

This article is part of our two-part series on what foreign buyers of, and investors in, business ventures need to know about the Charter of the French language (the “Charter”) in the context of a cross-border transaction involving operations and employees in Quebec. This first instalment will focus on French language matters during the due diligence process. The upcoming second part will address the importance of language compliance during and after the deal-making process. While much has been said about the impact of the Charter on business operations and commercial activities in Quebec, we are here to tackle the Charter's crucial considerations within the realm of merger and acquisition transactions. This is a direct address to foreign dealmakers, not just those conducting business in Quebec. Lavery understands that the new Charter requirements may appear daunting and potentially deter prospective foreign dealmakers. Let us help you understand how to address French language issues in the context of a merger and acquisition transaction in this two-part series.  1. Your First Step: Initiating an Access to Information Request with the Quebec French Language Board One of the initial steps that should generally be taken is submitting an access to information request to the Quebec French Language Board (“OQLF”), which is the administrative body responsible for defining and conducting the province’s policy on linguistic matters. This allows for the uncovering of any undisclosed complaints or claims related to language matters that may have been processed by the OQLF. By making an access to information request to the OQLF, a party can also obtain information about the status of the francization procedures of the target corporation (e.g., whether it has registered with the OQLF, has obtained a francization certificate or is required to implement a francization program). Depending on the size of the workforce of the target corporation in Quebec, Charter obligations will vary. The francization process refers to the steps that must be taken by corporations to comply with Title II, Chapter 5 of the Charter. For enterprises with a workforce of at least 25 employees in Quebec, registration with the OQLF is mandatory as of June 1, 2025.1 Following registration, the enterprise must provide an analysis of its linguistic situation within a period of three (3) months. The ultimate objective of the linguistic analysis program is to obtain certification of francization confirming that French is widely used within Quebec operations. If the OQLF deems that the use of French is not widespread, the corporation will be required to develop and adopt a francization program, which may entail, for example, a requirement to translate into French various types of materials applicable to employees or relating to Quebec operations. For corporations with a small number of employees in Quebec (less than 25), there is no requirement to register with the OQLF or to demonstrate the widespread use of French in Quebec. In such cases, risks associated with language matters usually arise on a complaint basis. Depending on the scope and materiality threshold of the due diligence, a buyer/investor may elect to focus less on French language matters during the employment due diligence investigation if the corporation has a limited number of employees in Quebec. 2. Main Compliance Considerations: Employment Agreements and HR Documentation Among other requirements, the Charterentitles Quebec staff to receive written communications from their employer in French. As such, during due diligence, it is important to revise employment-related policies and documentation and inquire as to whether this documentation has been made available to employees in French. Particular attention shall also be paid to the language of employment agreements. Further to recent amendments of the Charter, employers must now generally provide employees, since June 1, 2022, with a French version of their employment agreements prior to execution. Employees may agree to be bound by the English version only if, after being provided with a French version, they specifically request to be bound by the English version. If a French version was not provided prior to execution, the enforceability of the employment agreements could be at risk (including any restrictive covenants contained therein, such as non-competition, non-solicitation and intellectual property assignment clauses). Post-closing, steps shall be undertaken to ensure that all template employment agreements that target Quebec employees are translated into French. If the dynamics of the deal allow for it, these steps can also be taken prior to closing during the deal-making process. 3. Contract Checkpoint: Analyze the Target Corporation’s Agreements and Understand Its Business Relationships As a foreign buyer/investor, it is essential to consider the nature of the target corporation’s commercial transactions, whether they involve businesses or individual consumers.  If such transactions involve the execution of contracts of adhesion, i.e., contracts predetermined by one party that are not negotiable, it is essential to ensure that a French version of these contracts exists. The reason is simple: since June 1, 2023, the Charter mandates that an adhering party must be presented with the French version of a contract of adhesion before the parties can expressly agree to be bound by a version in another language. For example, a standardized service agreement that is not open to negotiation would be subject to such requirement. If the target corporation has not complied with the above-described requirement, the adhering party may request the annulment of the agreement under the provisions of the Charter. As a consequence, the risks associated with the enforceability of contracts of adhesion must be taken into account during the due diligence process. Further, if the due diligence investigation reveals that the target corporation has not prepared a French version of its contracts of adhesion, the buyer or investor may request that such versions be prepared as part of the closing deliverables of the merger and acquisition transaction. As part of the due diligence process, a prudent foreign buyer/investor shall also carefully consider the language in which real estate agreements are drafted as well as the language of registrations made in the Quebec register of personal and movable real rights (“RPMRR”) and the Quebec land register (“Land Register”). As of June 1, 2022, contracts for the sale or exchange of residential properties—particularly those with fewer than five dwelling units or the contracts for the sale or exchange of a fraction of an immovable held in co-ownership must be drafted in French. This requirement extends to promises to contract and preliminary agreements made between the buyer (if the buyer is a natural person) and the builder or developer. While parties do have the option to draft these documents in another language if they explicitly choose to do so, if such contracts are intended for registration in the Land Register, they must be accompanied by a certified French translation. This would be the case, for instance, if they were originally drafted and signed in English. Since September 1, 2022, the Charter provides that all applications for registration in the RPMRR and the Land Register must be drawn up exclusively in French.  Applications for registration in the RPMRR are made using a prescribed form. As such, only the information required by the form (e.g., description of the property covered by a movable hypothec) needs to be translated into French. The rule applies differently for registration in the Land Register as the entire deed, in which case a summary or extract thereof must be submitted. Given this context, it is imperative to analyze the target corporation’s real estate contracts to identify any documents that may require translation. 4. Trademark Compliance Check Before the publication of the Regulation to amend mainly the Regulation respecting the language of commerce and business in its final form on June 26, 2024 (the “Regulation”), there was considerable concern regarding the use of unregistered trademarks in a language other than French. The Regulation has reintroduced the exception for “recognized” trademarks, which includes trademarks that are registered with the Canadian Intellectual Property Office and common law marks. For more information on the French language rules applicable to the use of trademarks in a language other than French as a result of the adoption of the Regulation, we invite you to refer to the following article [include hyperlink] written by our intellectual property experts. In this context, the due diligence process regarding trademarks remains unchanged. Registration of trademarks within a transactional framework remains of critical importance to protect an owner’s rights. Although the exception provided by the Charter for common law trademarks can be relied upon, it is highly recommended to proceed with the registration of such trademarks to prevent any debates as to whether a trademark qualifies as a common law mark. Post-closing, any of the target corporation’s trademarks should ideally be registered. 5. On Website Watch: Review of Target’s Commercial Documentation and Website A cautious buyer/investor will want to request that the target corporation provide all commercial publications that it makes available to the public (whether in a paper or electronic format). In accordance with the Charter, any catalogues, brochures, commercial directories, order forms and any other documents of the same nature that are available to the public must be available in French. Moreover, such documents must be equally accessible to their counterparts in another language. During the due diligence investigation, it is crucial for a buyer/investor to thoroughly review the target corporation's website to ensure compliance with the Charter. The buyer/investor shall examine if all commercial publications and relevant documents of a commercial nature are available in French. In practice, a buyer/investor may decide to completely translate the target corporation’s website. A cautious buyer/investor will also carefully analyze the French version of the target’s commercial documentation to ensure that it meets the same standards of accessibility and quality as the version in the other language. Conclusion Understanding and prioritizing compliance with the Charter is essential for foreign buyers and investors engaging in business transactions involving operations and employees in the province of Quebec. By proactively addressing the linguistic considerations outlined in the Charter, dealmakers can navigate potential challenges and ensure a smoother entry into the Quebec market. From initiating access to information requests with the OQLF to reviewing employment agreements, contracts, and commercial documentation, thorough due diligence is key to mitigating risks and demonstrating a commitment to linguistic compliance. Join us for part two of this article to learn about Charter considerations at the closing and post-closing stages. Currently, registration with the OQLF is mandatory for enterprises with 50 employees or more working in Quebec.

As we keenly usher in 2025, we thought we would have a quick recap on changes affecting real estate law in Quebec in 2024. Let’s have a look back on the past year and on news deserving some attention and follow-up in 2025. This is not a comprehensive list, but a reminder that much has happened in the real estate sector. In terms of rental housing construction, the Real Property (GST/HST) Regulations introduced an enhanced GST rebate for residential rental properties, for construction beginning between September 14, 2023 and December 31, 2030, and whose end date is set no later than December 31, 2035. The procedure for authenticating a Canadian document to be used in a foreign country has been standardized for countries that are party to the Hague Apostille Convention Abolishing the Requirement of Legalisation for Foreign Public Documents. Bylaw 20-20-20 was amended to lighten the financial burden on real estate developers for the construction of affordable social housing in Montréal until the end of 2026. In terms of housing rental, the Act to limit lessors’ right of eviction and to enhance the protection of senior lessees has imposed a moratorium on the eviction of lessees by lessors who want to subdivide, expand or change the use of a dwelling, until June 2027, in addition to providing more protection for lessees aged 65 or over against eviction or repossession of a dwelling, when they have been living at the dwelling for at least 10 years and their income is equal or less than 125% of the income that would qualify them for low-rental housing based on applicable regulations. The Competition Act was amended to further regulate property controls, including the use of exclusivity clauses and restrictive covenants in existing commercial leases. The Competition Act was also amended to fight greenwashing. In the real estate industry, developers now have the burden to prove the environmental claims in respect to their properties. The increase in the inclusion rate for capital gains was announced in the federal budget in April 2024. The inclusion rate will go from 50% to 66.66% on all capital gains realized by corporations and trusts, in addition to individuals for the portion of capital gains exceeding $250,000 in a given year. Considering the potential change in government and the fact that these measures have no force of law, stay tuned for developments on this matter. Tax authorities plan to increase applicable withholding rates for the sale of a taxable Canadian property by a non-resident of Canada starting January 1, 2025. As a result, the withholding rates for disposals made as of that date have increased significantly further to the increase in the inclusion rate for capital gains. Again, there is, however, still uncertainty on whether this measure will come into force. Bill 86 amending, among other things, the Act respecting the preservation of agricultural land and agricultural activities and the Act respecting the acquisition of farm land by non-residents was tabled and introduced to the National Assembly of Quebec by the Minister of Agriculture, Fisheries and Food, André Lamontagne. The amendments aim, in particular, to control the acquisition of farm land and fight against the acquisition of farm land by foreign investors. Stay tuned for changes in this bill. The Act to amend various legislative provisions with respect to housing has “opened the door” for municipalities to authorize housing projects before February 21, 2027, that deviate from local planning bylaws, provided that established conditions are met. Municipalities have been granted discretionary power they can use to fast-track construction projects in 2025. Following this year full of developments in the real estate sector, our real estate law team is motivated and ready to answer all your questions and requests. Do you have any other topics in mind? Share them with us and feel free to contact us for a further discussion. Have a great 2025!

Two Montréal landmarks have proudly hosted some of the city’s most memorable sporting events. The Olympic Stadium (Figure 1) and the IGA Stadium, which have been and remain quintessential in our sporting history, are in need of renovations so that sports fans can continue to “raise the roof” for years to come. Figure 1: The Olympic Stadium: A prominent feature of the Montréal skyline. These stadiums may be iconic, but the issues with their roofing systems—or lack thereof—have plagued the Montréal news for over 30 years. It is estimated that installing a retractable roof over the centre court at IGA stadium could cost $70 million, and replacing the Olympic Stadium’s roof and support ring, no less than $870 million.1 These projects may be considered priorities,2 but the skyrocketing construction and renovation costs are already causing a stir.3 And to make matters worse, the problem will not be solved definitively, as the lifespan of the new Olympic Stadium roof is estimated at 50 years.4 These projects are just the tip of the iceberg when it comes to our sports infrastructure. According to the Minister responsible for Sport, Recreation and Outdoors, Isabelle Charest, “This is a huge endeavour. A good part of the infrastructure could use some work and revamping. And in some cases, we need new infrastructure, period.”5 In other words, the needs are varied and many. Investing in charming small, local skating rinks, multi-purpose municipal sports facilities and even towering stadiums used by professional sports leagues is essential to fostering physical well-being and keeping the population healthy ... or simply entertained. Mindful of the importance of physical activity as well as voters’ appreciation for sports, the Quebec government invested $300 million in the Programme d’aide financière aux infrastructures récréatives, sportives et de plein air (PAFIRSPA, financial aid program for recreational, sporting and outdoor activity infrastructure).6 One component of this program provides financing for up to two-thirds of the cost of renovating, upgrading, building or developing sports and recreational facilities, up to a maximum amount of $20 million per project. Applicants seeking financing from the program had to submit their applications by December 5, 2023. While the PAFIRSPA may seem ambitious, the projects it covers are obviously far less expensive than modern professional sports arenas, which have become true engineering and technological marvels over the years. The cost of building Tottenham Hotspur Stadium in London in 2019, for instance, has been estimated at £1.1 billion,7 which itself is a pittance compared to the US$5.5 billion needed to build the SoFi Stadium in Los Angeles, where the football teams Rams and the Chargers have been playing since 2023.8 As in most situations, money matters when it comes to sports infrastructure. A winning financing strategy is not everything—it’s the only thing. In this first instalment of our series of articles on sports law, we will focus on sports infrastructure financing and examine what lies beneath the surface, as we begin to uncover the challenges, strategies and issues. The Rules of the Game Sports infrastructure financing lies at the crossroads of the entertainment business and the public interest, and it differs from other types of financing in a number of ways. On one hand, the public’s ever-growing appetite for sporting events over the years has spawned numerous colossal projects requiring financing packages similar to those for public or industrial infrastructure projects of the same scale. On the other, the economic benefits and social impact of projects of various sizes often warrant the use of public funds, and the involvement of local communities may be imperative in the case of facilities where utility takes precedence over profitability. In addition, a wide range of financing mechanisms can be used, depending not only on the sums involved, but also on the identity of the infrastructure owners. For the purposes of this article, we will consider financing in relation to three types of ownership: (i) wholly private, (ii) public and private, and (iii) wholly public. We will be taking a closer look at specific financing options and associated issues in our next sports law article. Wholly Private Ownership Financing This refers to infrastructure owned by a private entity and operated by a private administrator, which may or may not be the same entity. One example is the Bell Centre (Figure 3), privately owned by Groupe CH, which is in turn owned by the Molson family and other investors. Figure 3: The 2022 National Hockey League Draft was held at the Bell Centre. This type of ownership usually involves wholly private financing, with the owner injecting the funds required to carry out the desired work. According to media reports, the owner of the Bell Centre invested $100 million in 2015 to renovate it.9 This amount came from Groupe CH and its investors alone. Needless to say, with this type of ownership, any kind of financing is possible, including shareholder equity investment, the issuance of bonds to private subscribers and all forms of bank debt. Combining several of these options is not at all uncommon. In the case of debt financing in particular, making lenders feel as comfortable as possible can be a challenge, and the magnitude of this challenge will depend on the amounts involved. Just how profitable a project will be hinges on whether it can be completed at the agreed-upon cost and whether it will be a commercial success once completed. Generally speaking, using a project’s assets as collateral will not be enough to get lenders on board, and they will require other forms of security, such as shareholder guarantees, fixed-price or capped construction contracts, or the involvement of subordinated lenders. When economic spinoffs are expected to benefit the community, public authorities can also be called upon to guarantee part of the loan repayment or offer various forms of public funding, including forgivable loans, thus reducing the risk assumed by lenders. Efforts to reduce the risk incurred by lenders should, in theory, result in significantly lower financial costs, or in some cases, in obtaining the required financing. Other projects rely on government procurement. Olympique Lyonnais became the first French professional soccer club to be listed on the stock exchange in 2007, when the club’s shares were put up for sale on the Euronext market in Paris. The funds raised in this way were put towards the club’s development projects, including the financing of its new stadium, which opened in January 2016. This financing package consisted of a combination of equity (including proceeds from stock issues), bank loans, traditional bonds and mandatory convertibles.10 Other supplementary yet substantial financing arrangements, such as naming rights agreements, may be used to enhance financing packages. Under such an agreement, a company can acquire naming rights to an arena for a predetermined period, generally between 3 and 20 years, in consideration of a substantial sum of money. In 2017, Scotiabank agreed to pay $800 million over 20 years to rename the building that houses the Toronto Maple Leafs hockey club the “Scotiabank Arena.”11 In addition to renaming facilities, it is possible to sell perimeter advertising or solicit individual donors to purchase a plaque bearing their name at the entrance to a field, in rows or in the bleachers. Read our latest bulletin on this topic Promoters’ financial models are routinely enhanced by other creative revenue streams, including catering concessions, box rental agreements or preferred memberships, parking spaces, boutiques and advertising. Other sources of income include leasing agreements for various uses of the facilities. Some manufacturers in the sports field construction industry even offer financing packages whereby the purchase and installation can be paid for in monthly, quarterly or annual installments, thus reducing the amount of debt or investment required. Signing the relevant contracts before building or renovating the facilities improves the financing package for the project and increases its chances of success. Public ownership financing Ownership of infrastructure by a public entity, regardless of whether it is operated by a private entity or not, can have a significant bearing on the options available and the type of financing selected. Public and private ownership involves an owner from the public sector and a private administrator. The Videotron Centre in Québec City (Figure 4), home of the Québec Remparts hockey club of the Quebec Maritimes Junior Hockey League, is an example of this type of ownership. It is owned by Québec City and managed by Quebecor Media. Figure 4: The Videotron Centre in Québec City, inaugurated on September 8, 2015. Generally speaking, infrastructure owned and operated in this way is financed jointly using public and private funds. Although the Videotron Centre has not required major renovation work so far, the initial construction of the stadium is an example of public-private financing. It cost a total of $370 million to build. A sum of $185 million came from the Quebec government, and $15.4 million from J’ai ma place, an organization set up specifically to finance the Videotron Centre using funds from the Quebec population. Québec City provided the remaining $169.6 million, which included the $33 million that Quebecor Media paid in 2015 to acquire naming rights (which was transferred to its subsidiary Videotron for an undisclosed sum), $50 million in cash and $86.3 million in the form of a bank loan. Public ownership means that the sports infrastructure is owned and administered by one or more public entities. In such cases, standard-sized infrastructure can generally be financed entirely using public funds. This is where Quebec’s PAFIRSPA, mentioned above, comes in. For more costly projects, including a public entity in the ownership group—be it public and private or wholly public—opens the door to a range of options. In the United States, this includes using municipal taxes or issuing municipal bonds to finance infrastructure. Construction of the Barclays Center in Brooklyn, New York, which began in 2010 and was completed in 2012, was financed in part by tax-exempt municipal bonds issued by the Brooklyn Arena Local Development Corporation, an entity formed by an agency of the State of New York for financing purposes.12 Nearly 500 million U.S. dollars were raised, covering a significant portion of the arena’s construction costs, as part of a larger redevelopment effort known as Pacific Park Brooklyn (formerly Atlantic Yards). The Barclays Center is now home to the Brooklyn Nets basketball team of the National Basketball Association. We will conclude our overview with a few words on public-private partnerships (PPPs), which are particularly well suited to high-cost infrastructure projects. Under a PPP, the government or another public entity partners with a private company to develop a public infrastructure or services project. PPPs combine the resources, expertise and capabilities of the public and private sectors to deliver projects that benefit the community. PPPs take many different forms and can cover a wide range of activities, from project design and construction to operation and, in some cases, financing. In the design-build-finance (DBF) model, for example, the PPP includes the design, construction and financing of the infrastructure. Bidders participating in the call for proposals must include a project financing package in their proposal. The private company ultimately selected for the project will be responsible for both the design and construction, as well as the initial or ongoing financing of the project. Bidders must therefore negotiate with financial institutions before being awarded the construction contract in order to include a financing package in their proposal. These financial institutions will then closely monitor how the loaned funds are used and how the project is managed. The private company selected at the end of the call for proposals must therefore make undertakings both to the public authority and to its lenders concerning deadlines, construction costs and financing costs as soon as the contract is awarded. This is why the DBF model generally allows for greater efficiency in executing projects, certainty over construction costs and better management of financial risks. One example is the Stade de France, a stadium that can accommodate 81,338 spectators in a football or rugby configuration and was built for the 1998 FIFA World Cup in France. It is located in Saint-Denis, Seine-Saint-Denis, and is owned by the French government, which awarded a 30-year concession contract expiring in 2025 to the Vinci-Bouygues consortium, as part of a scheme almost identical to today’s PPP schemes. Conclusion The investments required for certain multipurpose amphitheatres and other sports facilities are comparable to those for transport infrastructure, energy projects or industrial plants. This, of course, means that sports infrastructure projects can also rely on a similar set of financing packages, along with a few additional ones specific to sports, such as sponsorship advertising in all its forms. Public authorities are more likely to get involved in projects that include ownership by a public entity or have a major social impact. This opens the door to a wide range of financing packages, tailored to each project’s specific needs. Having now covered the basics, we look forward to examining some of these packages in greater detail in future articles. Zacharie Goudreault, Le toit fixe proposé pour le Stade olympique déchire les experts, link TVA Sports, Stade IGA : le toit doit être une priorité pour Montréal selon Legault, Le journal de Québec, August 13, 2023, link Philippe Teisceira-Lessard, Le cauchemar continue, La Presse, July 27, 2023, link Goudreault, op. cit. Gabriel Côté, Québec investit 300 M$ pour les infrastructures sportives, Le journal de Québec, June 19, 2023, link link link Christopher Palmeri, Rams Owner Stan Kroenke Debuts His $5.5 Billion Dream Stadium, Bloomberg, September 10, 2020, link Maxime Bergeron, 100 millions investis au Centre Bell, La Presse, October 14, 2015, link Bouclage du financement du stade des Lumières, Décideurs, August 7, 2013, link link; Pete Evans, Scotiabank pays big for arena naming rights, but did it break the bank?, CBC News, September 4, 2017, link link