On June 26, 2024, the Government published the final version of a first set of regulations amending the Regulation respecting the language of commerce and business, primarily with respect to trademark use. The updated Regulation:
- Aligns the Regulation respecting the language of commerce and business1 with theCharter of the French language (the “Charter”)2as modified by Bill 96; 3
- Details circumstances under which trademarks may appear only in a language other than French on products, public signs, posters, and commercial advertising;
- Clarifies the rules for displaying trademarks and other texts on public signs and in advertising, including the requirement for French to be “markedly predominant” on exterior signs;
- Aids in the application of the Charter with respect to commercial advertising and contracts of adhesion.
Except for the provisions relating to contracts of adhesion, which come into force on July 11, 2024, all other changes will come into force on June 1, 2025.
The legal and business community awaited these regulations. The initial draft, published in January, resolved some of Bill 96’s outstanding issues, yet several questions regarding practical implications remained. With these final regulations, the Québec government backtracked on certain aspects relating to trademark use, while maintaining its stance on others.
The Québec government is expected to publish a second set of regulations covering permanent inscriptions on products and embedded software, the draft amendments of which were met with resistance in January.
This bulletin outlines the noteworthy amendments to the Regulation. We encourage you to review our annotated version of the Regulation, and our previous bulletin on the draft version.
1. Product Inscriptions
Exception for “Recognized Trademarks”
Bill 96 had modified the Charter to limit the exception for using a non-French trademark on products to allow only registered trademarks to appear on a product exclusively in a language other than French.4 The draft had expanded this exception for products to include marks pending registration This amendment was met with criticism by the business community.
The final Regulation resolves this by re-introducing an exemption for “recognized trademarks.” These trademarks, whether registered or not,5 may appear on products without a French translation if no French version appears on the register.6
This reconciles the Charter with the common reality of trademarks that are “recognized” under the federal Trademarks Act, i.e. common law marks, yet unregistered.
Clarification of “Description” and “Generic Term”
Starting June 2025, the Charter will require that any generic term or product description included within a trademark be translated into French and displayed permanently on the product or its packaging.7
The final Regulation defines the terms “description” and “generic term” as follows:
- a description refers to one or more words describing the characteristics of a product, excluding the name of the enterprise and the name of the product as sold;
- a generic term refers to one or more words describing the nature of a product, excluding the name of the enterprise and the name of the product as sold;
- designations of origin and distinctive names of a cultural nature are not considered a description or a generic term.8
Source : Government of Québec
Compared to the definitions in the draft, the final version explicitly excludes the name of a business and the name of the product as sold from what is to be considered a description or generic term. This change narrows down which terms require translation and provides clearer guidelines on the necessary translations.
Grace Period to June 1, 2027
The draft regulation allowed a grace period, permitting the sale until June 1, 2027 of non-compliant products manufactured before June 1, 2025.
This grace period remains in place and is now broadened to include products made between June 1, 2025 and December 31, 2025, that fall under new federal labeling standards9 as per the Regulations Amending the Food and Drug Regulations (Nutrition Symbols, Other Labelling Provisions, Vitamin D and Hydrogenated Fats or Oils)10 and the Regulations Amending the Food and Drug Regulations and the Cannabis Regulations (Supplemented Foods).11
2. Public Signs, Posters, Commercial Advertising and Documents
Exception to the Definition of “Registered Trademark”
The Charter (as amended by Bill 96) originally provided that, starting June 2025, only registered trademarks could be used in a language other than French on public signs, posters, and commercial advertising.12 However, like the rules for product inscriptions, the final Regulation re-introduces the exception for “recognized” trademarks, allowing both registered and unregistered trademarks to appear exclusively in a language other than French on public signs, posters and commercial advertising.13
“Marked Predominance of French” on Signs Visible from the Exterior
Under the Charter as amended by Bill 96, a trademark used in public signage visible from outside premises must be accompanied by French text that is “markedly predominant”. To this end, the final Regulation essentially maintains the twice-as-large requirement, but with certain nuances. For the French text on an exterior sign to be “markedly predominant”, it must have a much greater visual impact than the text in another language. French text will have a much greater visual impact when these two conditions are met:
- The space allotted to the French text is at least twice as large as the space for text in another language;
- The French text’s legibility and permanent visibility are equivalent to those of the text in another language.
Source : Government of Québec
The first condition differs from what was set out in the draft regulation, which referred to the French inscriptions themselves rather than the space French occupies.This amendment offers more flexibility, allowing businesses to create signage based on the total area occupied by the text rather than making the French text itself twice as large, for example, in terms of font size. The calculation relating to space allotment excludes, however, business hours, telephone numbers, addresses, numbers, percentages or definite, indefinite or partitive articles written in French.14 The final Regulation also adds an exception for dynamic signage (signs with alternating text in French and another language). French text is considered to have a “much greater” visual impact if it is visible twice as long as the text in the other language.15 This exception may offer businesses greater flexibility to come into compliance by June 1, 2025.
Commercial Documents
In January, many were surprised that the draft regulation did not repeal the provisions allowing the inclusion of untranslated trademarks in commercial documents. On the contrary, the draft aligned the provisions on commercial documents with the Charter as amended by Bill 96. This was unexpected at the time, given the stricter measures related to trademarks.
We note that the changes concerning commercial documentation in the draft are not reflected in the final Regulation, suggesting that the government may address them in future regulations.
3. Contracts of Adhesion
The rules for contracts of adhesion are also clarified. These contracts are characterized by essential terms imposed or drawn up by one party, without room for negotiation.16
Since June 1, 2023, the author of a contract of adhesion must provide the French version to the adhering party before both parties can agree to be bound by a version in another language. This means that a standard clause stating that the parties agree to contract in English is no longer sufficient.17 Without providing the French version, neither party can send the other a document related to the contract in a language other than French. If this rule is violated, the contract’s provisions can only be invoked against its author, and the adhering party may apply for the contract’s nullity without needing to prove harm.18
The final Regulation defines a “document related to” a contract of adhesion to include:
- Documents attesting to the existence of the contract, such as an insurance certificate;
- Documents whose attachment to the contract is required by law, such as a resiliation or resolution form;
- Other ancillary documents.
The Regulation also addresses conditions for entering into an adhesion contract. If the contract is made by telephone, the adhering party must be explicitly invited to consult the applicable standard clauses in French through technological means,19 such as a web page with terms and conditions in French.
If the contract is to take effect immediately and the adhering party cannot access the standard clauses technologically, the obligation to provide a French version of the contract by telephone may still be met.
Lastly, the Regulation states that for contracts of adhesion entered into using technological means, the obligation to deliver a French version is satisfied by providing the applicable standard clauses in French to the adhering party.20
In any event, if there is a discrepancy between the French version and the version in another language, the adhering party may rely on either version, according to their preference.21
4. Risk Exposure
While the Office québécois de la langue française (the “OQLF”) is expected to maintain a collaborative approach, the new regulatory amendments, as with Bill 96, increase the risk exposure for businesses operating in Québec.
Bill 96 raises penalty amounts and allows for daily penalties for ongoing offences, which can be directed at both corporations and their directors individually.22
However, penal prosecutions were rare in preceding years. In 2022-2023, the OQLF reported that it had not referred any cases to the Directeur des poursuites criminelles et pénales. Most complaints received by the OQLF concerned the language of service (34%) or the language of commercial documents (31%). It remains to be seen if the OQLF will adopt a more aggressive stance.
Bill 96 also introduced the possibility of requesting the cessation of any infringement of fundamental language rights.23 This includes the right of consumers to be informed and served in French. Failure to comply with translation requirements of the Charter and the Regulation may constitute such infringements.
Finally, Bill 96 also increases the risk of class actions based on alleged Charter violations, since punitive damages may be claimed under the Québec Charter of Human Rights and Freedoms.24
Indeed, Bill 96 introduced a “right to live in French to the extent provided for in the Charter of the French Language,” allowing for punitive damages in Québec, which can only be awarded when specifically provided by law.25
Conclusion
The final Regulation addresses several issues that remained since the adoption of Bill 96 in 2022 and the publication of the draft regulation on January 10, 2024. However, certain concerns still linger, including the constitutional validity of the amended Charter and the Regulation. Several stakeholders have raised the possibility of a constitutional challenge based on the division of powers, particularly regarding the validity of the provisions relating to the use of trademarks, which may encroach on federal jurisdiction over trademarks.
Our team is available to help you navigate these regulatory changes and answer any questions.
Please do not hesitate to contact our team specialized in the Charter of the French Language.
[1] CQLR c. C-11, r 9.
[2] CQLR c. C-11.
[3] An Act respecting French, the official language and common language of Québec, QS 2022, c. 14 (“Bill 96”). To see all the changes to the Charter, see our annotated version.
[4]Charter, supra note 2, s. 51.1; see also RSC 1985, c T-13.
[5] The term “recognized trademark” is not defined in the Regulation, but the interpretation of this term by the Office québécois de la langue française suggests that it includes unregistered trademarks.
[6] Regulation, supra note 1, s. 7.1 (in force June 1, 2025); O.C. 1000-2024, s. 2.
[7] Charter, supra note 2, s. 51.1.
[8] Regulation, supra note 1, s. 27.2 (in force June 1, 2025); O.C. 1000-2024, s. 6; See also s. 7 (2) of the Regulation, which allows foreign trade, heraldic and other non-commercial currency to be written in a language other than French in product inscriptions (e.g. salsa, fajitas).
[9] O.C. 1000-2024, s. 8.
[10] SOR/2022-168.
[11] SOR/2022-169.
[12] Charter, supra note 2, s. 58.1.
[13] Regulation, supra note 1, s. 27.5 (in force June 1, 2025); O.C. 1000-2024, s. 6.
[14] Ibid., s. 27.4 (in force June 1, 2025); O.C. 1000-2024, s. 6.
[15] Ibid., s. 27.6 (in force June 1, 2025); O.C. 1000-2024, s. 6.
[16] Civil Code of Québec, CQLR c CCQ-1991, art. 1379 (“C.C.Q.”).
[17] Charter, supra note 2, s. 55.
[18] Ibid., s. 204.23 and 204.21. The burden of proof is then reversed and the author must demonstrate that no injury occurred.
[19] The draft instead provided that the adhering party must have had “an opportunity to consult” the applicable standard clauses.
[20] In a document obtained following an access request, the OQLF suggested that this obligation would be met by the party who signed the contract of adhesion by making available the French version of a website (of which terms of use are a contract of adhesion, for example).
[21] Charter, supra note 2, s. 91 al. 3; Regulation, supra note 1, s. 27.3 para. 2 (in force July 11, 2024); O.C. 1000-2024, s. 6.
[22] Charter, supra note 2, s. 205 to 208, 208.0.1. Penal sanctions for a person other than an individual are now $3,000 and $30,000 for a first offence.
[23] Ibid., s. 204.17, namely the rights provided for in ss. 2 to 6.2.
[24] CQLR, c. C-12, s. 3.1.
[25] C.C.Q., supra note 16, art. 1621.
