Significant changes to Québec’s commerce and business language requirements

On June 26, 2024, the Québec government published the Regulation mainly amending the Regulation respecting the language of commerce and business (the amending regulation). The amending regulation represents the final stage in the overhaul of Québec’s language law, the Charter of the French Language (Charter), that began in 2021. We have previously explored the various steps the Québec National Assembly has taken since then to amend the Charter. The amending regulation’s provisions will come into force on June 1, 2025, except for provisions regarding non-negotiable contracts, which are already in force.

The amending regulation updates the wording of certain provisions of the prior regulations to ensure harmonization with modifications to the Charter. In many ways, the amending regulation reduces some of the burdens imposed under the Charter and will assist many carrying on business in the province of Québec. Among others, the changes address the circumstances where an inscription on a product may appear solely in a language other than French. The amending regulation also clarifies the application of translation exemptions for common law trademarks, clarifies rules for public signs containing trademarks that are not in French and eases the requirements of the Charter regarding contracts of adhesion concluded electronically and by telephone.

The amending regulation will result in significant changes for product distribution in the province of Québec that will affect manufacturers, suppliers, importers and retailers.

Inscriptions on products

The Charter requires that text appearing on products sold in Québec be in French. No other language may have greater prominence than French on those products, their packaging or accompanying documentation. For many, this has meant that product packaging for sales in Québec must be different from the packaging used for sale elsewhere.

However, if the product was manufactured outside of Québec, the original regulation provides that labelling that is “engraved, baked, inlaid in, riveted, welded to or embossed in a permanent manner on the product itself” is exempt from these requirements. The exemption is available other than for any text regarding product safety. In the initial draft of the amending regulation, Québec sought to narrow the scope of this exemption by requiring that any labelling with information “necessary for use” of the product be translated into French, including on the actual product. The government also sought to impose a new requirement that any digital display on a product be able to display text in French.

In many ways, the amending regulation reduces some of the burdens imposed under the Charter and will assist many carrying on business in the province of Québec.

Thankfully, these changes did not survive the consultation process leading to the final form of the amending regulation. Other than text required for safety, the exemption from translation will continue to be available for products manufactured outside of Québec.

Requirements for trademarks containing text in a language other than French

The amending regulation softens several requirements under the Charter relating to translation of words forming part of trademarks, effectively reverting to the requirements currently in force.

Currently, the Charter requires that, beginning on June 1, 2025, trademarks that contain text in a language other than French must have a Canadian registration to appear on products in Québec. Interestingly, the amending regulation effectively repeals this new requirement. It reinstates the status quo whereby any trademark recognized under the Trademarks Act, including trademarks that are not registered in Canada, can continue to be used on products in Québec in their original forms. It thereby provides a new exemption from Charter translation requirements specifically for unregistered trademarks. This means that manufacturers and suppliers previously relying on foreign trademarks to avoid translation requirements will continue to benefit from the ability to rely on those foreign marks and will not be subject to additional translation requirements with respect to the trademark itself.

However, the Charter also requires that, from June 1, 2025, generic or descriptive terms included in a trademark be translated into French when they appear on a product. The amending regulation confirms that this requirement will also extend to product packaging and documentation supplied with a product. The amending regulation also clarifies the type of terms that will be captured by this new requirement, including a word or words describing the nature of the product or its characteristics.

The amending regulation softens the Charter requirements by stipulating that the name of an enterprise and the name of the product as sold (the brand name) is not subject to the translation requirement. This is the case even if these names contain terms that are otherwise descriptive of the nature or the characteristics of the product. This change will significantly reduce the scope of the Charter translation obligation.

When the translation obligation is triggered, the French translation of the generic or descriptive terms included in the trademark must appear at least as prominently as the original terms. This applies whenever the trademark appears on the product, on its packaging and in any documents that come with the product.

Businesses can continue to sell products that were made before June 1, 2025, and display trademarks that contain generic or descriptive terms that are not translated into French, until June 1, 2027. If the product is subject to new federal labelling standards provided by the Regulations Amending the Food and Drug Regulations or the Regulations Amending the Food and Drug Regulations and the Cannabis Regulations, businesses can continue to sell products that were made before December 31, 2025, without being subject to the translation requirements. This exemption is available until June 1, 2027.

Requirements for non-French trademarks on exterior signage

Changes have also been made that are likely to reduce the need to translate exterior signage displaying trademarks.

Under the Charter, Québec signaled that, as of June 1, 2025, trademarks displayed on exterior signage that contain any non-French text would need to be registered in Canada to avoid a translation requirement. Exterior signage includes signage seen inside common areas of buildings, like office towers and shopping centres. Furthermore, French text accompanying non-French-language trademarks on exterior signage would need to be “markedly predominant” relative to other languages on that signage.

Previously, the Charter proposed to eliminate an exemption that was available for signage subject to common law trademarks. However, as with product inscriptions, the amending regulation backtracks and reverts to the status quo whereby signage can display any trademark recognized by the Trademarks Act in its original form, regardless of whether it is registered in Canada.

The amending regulation also clarifies what the expression “markedly predominant” means. To be compliant, “the space allotted to the French text [must be] at least twice as large as the space allotted to the text in another language”. This explanation affords greater flexibility than the standards that were proposed before the adoption of the amending regulation, which suggested that the size of the text must be twice as large as any term in the non-French-language trademark. This requirement could have been interpreted as requiring the font to be double the size of the non-French text, regardless of the surface area taken up by the French text.

A storefront can retain its original sign with a trademark in another language and add permanent signage in French that is not necessarily bigger than the original sign, provided the cumulative surface area occupied by all the French signage elements is twice as large as the surface area occupied by the term in another language that is in the trademark.

Requirements for non-negotiable contracts

The amending regulation also brings clarity for businesses operating in Québec regarding the requirements for contracting by telephone or electronically. The Charter requires that, as of June 1, 2023, businesses entering into non-negotiable contracts with a Québec counterparty must provide a French version of that contract. Formerly, this requirement applied even in situations where the counterparty explicitly expressed a desire to contract in English.

Contracting through electronic means

To comply with the Charter, transactional websites in Québec have had to build in functionality to allow a user to switch from English to French at each step of their contracting process. These requirements have applied even to users who were given the opportunity at the outset of the contracting process to transact in English or in French and who chose to transact in English.

The amending regulation provides some relief from these requirements. Businesses contracting electronically in Québec will no longer need to provide for the ability to switch from English to French at each step of customer-specific transactions where the option to transact in French was offered, but declined, at the outset of the contracting process. Instead, businesses need only make available a French version of any standard terms that the contracting party is required to accept as part of the contracting process. 

Contracting by telephone

Charter requirements had also resulted in operators at call centres having to read out contract disclosures in French even when a caller had opted to be served in English.

Under the amending regulation, where a consumer wishes to transact in English, the call centre operator can simply indicate to the consumer where to find the standard terms in French.

Implications for product distribution in Quebec

The amending regulation makes significant changes to language requirements related to product distribution in Québec. However, its main effect is to give manufacturers, suppliers, importers and retailers some flexibility, especially when compared to the initial changes that the government had proposed. The government’s decision to backtrack on its planned requirement to translate product inscriptions on products manufactured outside of Québec is particularly welcome, given the significant implications for product manufacturers of the planned requirements. Québec has, however, indicated that it is still keen on limiting products that do not have French user interfaces. This is an area where further developments are likely.