Canada: Registration Of The Rights Resulting From A Commercial Lease

Last Updated: July 25 2001

Both before and after the coming into force of the new Civil Code of Québec in 1994, it has always been in a lessee's interest to publish his lease to ensure he would remain in the leased premises for the entire term of the lease and to prevent a prospective purchaser of the building in which the leased premises are located from terminating the lease before its expiry.

On January 1, 1994, the date of the coming into force of the new Code, the former principles of law regarding the possible resiliation of the lease of an immoveable by a third-party purchaser in the absence of publication of the lease were restated in article 1887 of the Civil Code of Québec.

However, with the coming into force of the new Code, major changes were made to the formalities of publishing acts in the registry office. Under article 2982 C.C.Q., an application for registration is made by presenting the act itself, an extract or summary thereof, or, where the law so provides, by means of a notice. Because of this article, the greatest difficulty in registering a lease was preserving for the lessor the confidential nature of certain clauses, such as the rental or business terms, if the application was made by presenting the lease itself. The same problem arose when presenting what was essentially a summary of the lease. The summary had to be accompanied by a copy of the original lease. Both documents were kept at the registry office, allowing consultation of the lease and disclosure of the information it contained, which would otherwise be confidential.

As for applications for registration in the form of an authentic extract, that could only be made before a notary, that is, the lease itself had to be received before a notary en minute, which is no longer common practice. And finally, before November 5, 1999, publication of the rights resulting from a lease by notice was not possible.

Because of the difficulty of preserving the confidentiality of certain aspects of a lease, some lawyers attempted to develop a new mode of publication by creating the "mini-lease", which circumvented the formalities of registration prescribed by article 2982 C.C.Q.

To avoid publishing the main lease, which was the master agreement between the lessor and lessee and contained, among other things, rental and other monetary terms, some lawyers had the parties sign a mini-lease which looked like a lease so it would be acceptable for publication by the registrar. The mini-lease contained certain elements of the main lease such as a reference to the leased premises, the legal description of the immoveable, the term, renewal options and any exclusivity clause, with the exception of the rental. It also provided that in the event of a conflict between the mini-lease and the main lease, the latter would prevail. This way, the mini-lease was published at the registry office without the main lease being deposited along with it.

This new practice was highly criticized. It essentially introduced a new mode of publication which was not provided for in article 2982 of the Civil Code of Québec because the lease itself was not published. The validity of the mini-lease was called into question by the decision of Mr. Justice Kevin Downs of the Superior Court of Québec in Banque de développement du Canada v. 2945-7077 Québec Inc. That case held that, in the absence of any mention of the rent, an essential element of the definition of a lease in article 1851 C.C.Q., it could not be a lease and, accordingly, the registrar was ordered to cancel the registration of the mini-lease.

Following the uncertainty surrounding the validity of the mini-lease, the Quebec National Assembly adopted Bill 38 on November 2, 1999, which was assented to on November 5, 1999. That Bill brought into force article 2999.1 of the Civil Code of Québec, which henceforth allows the registration of the rights resulting from a commercial lease, as well as the assignment of such a lease, by presenting a notice at the registry office of the registration division in question.

The notice can be given by any interested person and must contain the following information: a reference to the lease, the identity of the lessor and lessee and the description of the immoveable in which the leased premises are situated. It must also indicate, in particular, the term of the lease as well as any rights existing in respect of the renewal of the lease. It should be noted that because of the words "in particular", article 2999.1 C.C.Q. should not be interpreted restrictively. Any clause involving exclusivity, a right of first refusal and an option to purchase which are found in the main lease may also be mentioned in the notice. The accuracy of the content of the notice must be verified by a notary or advocate.

In order to eliminate the uncertainty involving mini-leases, the Quebec National Assembly also retroactively validated mini-leases published since January 1, 1994, provided they contain the information required by the above-mentioned notice.

With the adoption of these two articles of the Civil Code of Québec, the confusion over the manner of applying for registration of a lease has been resolved. The right of a lessee to remain in the leased premises throughout the term of the lease is protected by the publication of a notice, while preserving the confidentiality of certain provisions of the main lease which are important to the lessor. And finally, by making the law retroactive for mini-leases published between January 1, 1994 and November 4, 1999, the legislator has eliminated any doubts which may remain in that regard.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.