Bill 96: Who Can Represent a Business Registered with the OQLF?

The Term “Member of Management” Under the Microscope 

This issue came to the forefront in Gestion de projets Conceptal & Associés Inc. v. Attorney General of Québec (2025 QCCS 1487). Since 2005, the enterprise and its president, Chantal Larouche, have been supporting businesses through the francization process, including by liaising directly with the OQLF. 

The introduction of section 139.1 of the Charter of the French Language, however, disrupted their operations. The OQLF now refuses to communicate directly with Ms. Larouche on behalf of her clients, as she does not hold a management position within those enterprises. 

In an effort to resolve the issue, some client enterprises passed board resolutions appointing Ms. Larouche as “Director of Francization,” thereby designating her as part of their management team. The OQLF rejected that solution, maintaining that a “member of management,” for the purposes of section 139.1 of the Charter, must: 

• be an employee of the enterprise, 
• be part of its management structure, and 
• exercise real decision-making authority. 

After their motion for an interlocutory injunction was dismissed in 2023, the plaintiffs brought an application for judicial review and a declaratory judgment. They argue, first, that the OQLF’s interpretation of section 139.1 is unreasonable, and second, that the provision itself is constitutionally invalid. Alternatively, they ask the Court to confirm that a board resolution is sufficient to meet the requirement set out in section 139.1. 

According to the plaintiffs, the OQLF’s reading of section 139.1 is unreasonable because it adds conditions not found in the wording of the statute. The section simply requires that an enterprise be represented by a “member of management,” without stipulating that this person must be an employee or hold decision-making authority. 

In response, the OQLF maintains that its interpretation of the Charter is justified, as it reflects the legislature’s intent to enhance corporate accountability and personal responsibility in the francization process. The Office also argues that courts owe a degree of deference to its interpretation of the Charter of the French Language. 

The Superior Court Upholds a Reasonable Interpretation Despite Criticism 

In a decision authored by the Honourable Justice Lukasz Granosik, the Superior Court found that several interpretations of the term “member of management” were plausible. Nevertheless, the interpretation adopted by the OQLF was not unreasonable. It does not lead to an absurd result, aligns with the objectives of the Charter of the French Language, and remains consistent with its other provisions. 

The Court noted that, while this may not be the most persuasive interpretation — or the one it would have chosen itself — it cannot be said to be unreasonable. 

At the same time, the Court acknowledged that the plaintiffs’ criticisms of section 139.1 were legitimate, even though they do not affect the provision’s legality: 

“[26] Finally, as the plaintiffs argue, section 139.1 of the Charter effectively grants the OQLF the power to interfere with the choice of interlocutors, a rather unusual approach for a government agency in a Western democracy. It is also reasonable to suggest that this measure could make the francization process less efficient, as enterprises will be deprived of professional and specialized external resources. This legislative choice may be debatable, but the Court cannot rule on its advisability; it can only determine its legality.” 

In short, the Court concluded that the OQLF’s interpretation of section 139.1 of the Charter is not unreasonable. 

The Court also held that there was no constitutional basis to strike down the provision, since the right to representation invoked by the plaintiffs is not a fundamental or absolute right in their dealings with public authorities. 

Finally, the Court dismissed the plaintiffs’ alternative claim, finding that it would be inappropriate to grant the declaratory judgment sought. 

Appeal Granted: The Debate Is Far from Over 

On August 1, 2025, the Court of Appeal granted leave to appeal the Superior Court’s decision (2025 QCCA 950). This opens the door to a more in-depth examination of the meaning of “member of management”, a debate that is likely to continue before Quebec’s highest court over the coming year. 

What This Means for Businesses 

All enterprises employing 25 or more people in Quebec for a period of six months are required to register with the OQLF within six months following that period.  

Once registered, enterprises must designate a member of their management who is authorized to represent them before the OQLF as part of the francization process. 

The Gestion de projets Conceptal & Associés Inc. v. Attorney General of Quebec case highlights the OQLF’s strict approach to interpreting section 139.1 of the Charter of the French Language. In practice, the Office considers that only someone who is both an employee and a member of an enterprise’s management team, with real decision-making authority, can act as its representative in the francization process. 

Until the Court of Appeal provides further guidance, enterprises would be wise to appoint an internal representative who clearly fits this profile, while continuing to draw on the expertise of external counsel or professionals to support their francization and compliance efforts under the Charter. 

Need assistance with your francization obligations? Our team of labour and employment lawyers can help you identify tailored solutions for your organization.