The French version you never handed over
Practical tips to reduce unpaid invoices — and to decide when to escalate.
Your credit application exists in French. So do your terms of sale. You had everything translated in 2023, it is filed, it is handled.
Except that the rule is not about the existence of a French version. It is about handing it over.
What section 55 says
Section 55 of the Charter of the French language, as in force since 1 June 2023, provides that contracts of adhesion and the documents related to them are drawn up in French.
The parties may be bound by a version in another language — but only if, after the French version has been remitted to them, that is their express wish. In other words: a party cannot have the other adhere to a contract of adhesion in another language, nor send a related document in another language, unless the French version was remitted beforehand and the wish expressed explicitly.
The order of operations is the substance of the rule. The French version must be handed over first. Not available on request, not kept on file, not published somewhere on your website: handed over.
The Charter also provides that no fee may be charged for producing the French version.
What exactly is a “contract of adhesion”?
The Office québécois de la langue française defines it as a contract whose essential stipulations are imposed by one party and are not freely negotiable by the other.
That test says nothing about consumers and nothing about amounts. It is about negotiability. A pre-printed form you have every customer sign as-is is, by construction, a contract of adhesion — whether the customer is an individual or a two-hundred-employee business.
Does it apply between businesses?
Nothing in the text limits the rule to consumers. The section speaks of the adhering party, not the consumer. And section 50.2 of the Charter, added by the same reform, separately requires businesses to inform and serve a public other than consumers in French.
Prudence therefore calls for treating your standardized commercial documents as caught. One caveat: no official source expressly names the credit application, the terms of sale or the guarantee. The application follows from the definition of a contract of adhesion, not from a directive naming those documents.
What is excluded
The rule does not reach everything:
- contracts with a person outside Quebec — a natural person who neither resides nor is domiciled there, or a legal person or enterprise whose head office or an establishment is outside Quebec;
- employment contracts;
- certain contracts covered by sections 21 and 21.5 of the Charter;
- certain insurance policies with no French equivalent available in Quebec.
The exception for parties outside Quebec is worth underlining: if your customer is an Ontario business, the regime is not the same.
And if you did not do it?
Here precision matters, because this is the point on which the most approximate information circulates.
What is clear: section 91 of the Charter provides that where there is a discrepancy between the versions of a document, the adhering party may invoke the one that is favourable to them. For a creditor that is already bad news on its own: if your English version says 2% per month and the French says 1.5% per month, 1.5% applies. Translation gaps on interest, fee and forum clauses are not rare.
Also clear: the Office may issue orders, and offences under the Charter expose a legal person to fines of $3,000 to $30,000, doubled or tripled for repeat offences.
What is not clear: one often reads that a non-compliant contract can be annulled on the adhering party's simple request, without proof of any prejudice. That assertion does not appear in the official documentation consulted, and we do not repeat it here. Before relying on the idea that your clause “falls automatically”, have the question checked — and before relying on the opposite, too.
What remains, and it is enough: a document whose French version was never handed over is a document whose enforceability is arguable. In collection, an arguable point is a point that costs time, and time costs money.
Three things to do this week
- Identify your adhesion documents: credit application, terms of sale, guarantee, purchase order with pre-printed clauses. Anything the customer signs without being able to negotiate the wording.
- Verify remittance, not existence. The question is not “do we have a French version?” but “can we prove it was handed over before signature?” For electronic signatures that means a trace: a screen, a timestamp, a sending email.
- Compare the two versions line by line on the money clauses: interest rate, fees, payment terms, forum. That is where section 91 will hurt.
If you are already revising your interest clauses — and you should be, for other reasons — do both at the same time. It is the same document and the same hour of work.