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INDUSTRY · CONSTRUCTION INDUSTRY

Selling a construction business in Quebec

In construction, the sale lives in the jobs as much as the numbers: RBQ licence, CCQ compliance, holdbacks and bonding shape what a buyer can take over.

The construction market in Quebec

Quebec's construction industry is governed by Loi R-20, which divides activity into four sub-sectors. Each one has its own market dynamics, collective agreements and buyer profile.

  • Institutional and Commercial (IC) — The titan of the sector, accounting for more than half of all hours worked in 2025. Mega-hospitals, schools, urban redevelopment, office buildings. Concentrated buyers.
  • Civil engineering and roadworks — Public infrastructure driven by the Quebec Infrastructure Plan, wind farm projects, and Hydro-Québec's transmission expansion. Heavy assets, public buyers, regulated margins.
  • Residential (new build and renovation) — Recovering from the rate shocks: 60,800 housing starts forecast for 2026, up 3%. Exposure to the GCR warranty plan on new builds.
  • Industrial — The volatile sub-sector: a 17% surge in 2025 driven by the battery sector, then a forecast 14% contraction in 2026 as several megaprojects are suspended. To be handled carefully in any buyer's projections.

From here, we're talking about SMEs in the sector — typically between $2 million and $30 million in revenue, where M&A activity in Quebec is most active, regardless of sub-sector.

Construction SMEs by the numbers

216M

Hours worked in 2025 — all-time high

CCQ, 2025

~28,000

Active employers (industry covered by Loi R-20)

CCQ, 2024

+65%

Cumulative rise in construction costs since 2019

Desjardins, 2025

The industry hit an all-time high in 2025 with 216 million hours worked. The sector counts close to 28,000 employers covered by Loi R-20 and roughly 198,000 employees, for a total payroll of $10.2 billion.

Beyond the workforce, construction investment spending represents about $79 billion a year in Quebec. And the ecosystem is structurally fragmented: most employers count fewer than 50 employees, but a disproportionate share of activity is delivered by the largest players.

Forecasts for 2026 anticipate a modest pullback to 213.3 million hours (-1%). The market is running at two speeds: residential keeps growing, civil engineering stays supported by major infrastructure projects, but industrial is contracting and non-residential building permits dropped 16.9% in 2025.

Construction costs rose 65% since 2019, mainly driven by wages and labour scarcity. For larger players, organic growth through hiring has become too slow and expensive; acquisition is now a faster way to secure workforce, licences and trained teams.

For a seller, the buyer will challenge your ability to hold margins against rising costs. That's why a careful business valuation for a Quebec construction SME cross-checks several approaches rather than applying one multiple to raw EBITDA.

Sources: Commission de la construction du Québec, Perspectives 2026 — Industrie de la construction; CCQ, 2024 industry highlights; Institut de la statistique du Québec, housing starts and building permits 2025; Mouvement Desjardins (Economic Studies), why construction costs keep rising (October 2025); Innovation, Science and Economic Development Canada, construction industry statistics (Statistics Canada special tabulations).

What's specific about selling a construction business

The steps to sell a business in Quebec are the same across industries. But construction adds three sector-specific friction points: the transferability of the RBQ licence, CCQ compliance, and the financial mechanics of a job site (work in progress, holdbacks, bonding).

The RBQ licence: critical, but not portable as is

In Quebec, you can't run a job site without a contractor's licence. The Régie du bâtiment du Québec (RBQ) issues that licence, and it's tied to your Quebec Business Number (NEQ), not to you personally.

In a share sale, the business keeps its NEQ and the licence stays active. But if you're the qualified responsible officer, the buyer has 90 days to qualify a replacement. If that window closes, the licence is suspended or cancelled.

In an asset sale, complexity goes up: the buyer must file a new licence application under their own NEQ. Because RBQ processing times are currently extended, this can push back closing or force a transition agreement.

A note on specialized trades: plumbing and electrical qualifications also go through the relevant trade corporation. That's an extra administrative channel to secure before a sale.

CCQ and Loi R-20: workforce as a deal issue

The Commission de la construction du Québec (CCQ) administers Loi R-20. It divides the sector into four sub-sectors (residential, IC, civil engineering, industrial), oversees collective agreements, manages training, and monitors employer and job site compliance.

For a buyer, your CCQ file is one of the toughest audits in due diligence. They check three things:

  • The accuracy of payroll records, monthly reports, and amounts owed. Late-payment penalties can reach 20% — a red flag that often triggers a price holdback.
  • Compliance with apprentice-to-journeyman ratios, which vary by sub-sector (1:1 in residential, often 2:1 elsewhere). A history of non-compliance signals retroactive fines risk.
  • The classification of workers by trade and scope of application. A misclassification means amounts are recalculated retroactively, sometimes over several years.

Beyond compliance, the buyer also evaluates your ability to retain key foremen and journeymen after the deal — in a sector where the scarcity of qualified labour is the main economic reason they're buying instead of hiring.

WIP, holdbacks, bonding: the financial cycle of a job site

Three construction-specific mechanics determine what the buyer actually pays.

First, work in progress (WIP). You bill jobs against milestones, not costs incurred. Over-billing funds working capital, but it creates a liability at deal time: the buyer inherits work without matching cash flow. That liability is deducted through the working capital adjustment.

Next, holdbacks. Industry standard: 5% to 10% of every payment is released after completion. That money belongs to you, but the buyer often requires escrow once it comes due, to cover defects on jobs delivered under your ownership.

Finally, bonding. The RBQ requires a licence bond, and performance bonds are added on top, especially in IC and civil engineering. For many SMEs, those bonds rest on the owner's personal guarantees. Replacing them with the buyer's commitments depends on the buyer's financial strength and on insurers and project owners.

For new residential construction, add the Garantie de construction résidentielle (GCR): your Quality Rating drives the bonding requirements imposed on the buyer. An A or AA rating reduces them; an active claims file makes them heavier.

Seasonality amplifies all of this. Job site activity concentrates between April and October, so buyers ask for monthly numbers across a full cycle. WIP at year-end and WIP in August don't mean the same thing.

Sources: Régie du bâtiment du Québec, adding or replacing a responsible officer; Commission de la construction du Québec, being an employer under Loi R-20; Garantie de construction résidentielle, contractor accreditation; Surety Association of Canada, performance bonds.

Typical multiples

Construction covers very different realities — a general contractor in IC, an HVAC specialist running recurring services, and an excavator in light civil aren't valued the same way. The four Loi R-20 sub-sectors described above interact with your positioning (general or specialized, one-off projects or recurring services) to produce what buyers see.

The underlying logic — why valuation multiples vary from one industry to another — applies here with force. And before applying any range, normalized EBITDA must reflect realistic maintenance capex, market-rate rent, and a clean WIP adjustment.

Multiple ranges — construction SMEs

Base: Normalized EBITDA (after maintenance capex, market-rate rent, WIP adjustment)

General contractors (SME)

3.5x 4.5x 6.5x

Highly sensitive to backlog quality, founder dependence, and clean WIP.

Specialized trades (recurring services)

4x 6x 8x

Premium for recurrence — maintenance contracts, service calls, long-term relationships.

New residential (builder)

3.5x 5x 7x

Exposure to the GCR warranty plan — an active claims file compresses valuation.

Light civil / excavation

3x 4x 5.5x

Heavy equipment component — maintenance capex compresses the multiple.

Indicative market benchmarks, not a price promise. Final value is established deal by deal: normalized valuation basis, transferability, sector-specific risks, deal structure and real buyer competition.

What pushes the multiple up

  • Recurring revenue (maintenance contracts, service calls, long-term relationships) — recurrence is the one factor that erases part of the WIP risk. A specialized SME billing 30% to 40% of its revenue in recurring service can easily command one to two extra turns of multiple over a pure project-by-project shop.
  • An autonomous estimating and project management team — without the founder in the room. If you're the only estimator who can win profitable bids, the buyer models your departure as a clean loss of capacity, and finances that risk through a discount.
  • A clean compliance record (CCQ, RBQ, CNESST, GCR) — no active infraction notices or claims reduces the risk profile, speeds up due diligence, and limits closing holdbacks.
  • A profitable, well-framed backlog — documented change order clauses, proven remaining margins, locked-in subcontractors. Buyers pay for predictability, not raw volume.
  • Exposure to growth segments — residential on the rise, civil engineering supported by the PQI, wind farms (Apuiat, Des Neiges 1), Hydro-Québec's transmission line expansion. A credible growth thesis translates into the high end of the range.

What pushes the multiple down

  • Owner dependence as the lead estimator or key relationship holder — the buyer sees a capacity-loss risk and finances it through a discount or long transition clauses.
  • Significant over-billing — the hidden WIP liability flows directly into the working capital adjustment at closing and cuts into the net proceeds you walk away with.
  • An aging equipment fleet — the buyer factors in the upcoming replacement capex. A large obsolete fleet destroys more value than it creates.
  • Open warranty or claims files (GCR, defects, deficiencies, active claims) — the buyer will require heavy escrows or robust indemnities to protect themselves.
  • Excessive concentration on a single project owner (above 40% of revenue) — a post-acquisition rupture is too expensive not to be financed through a discount.

Sources: Capstone Partners, Construction Services M&A Coverage Report (North American mid-market); BMO, Middle Market M&A Update Q4 2025; RCA private transaction data and market experience; Demers Beaulne, market multiples as a valuation tool (October 2025).

Who buys construction businesses in Quebec?

Consolidation in Quebec construction happens through capabilities more than volume. Buyers look for specific expertise, geographic coverage, licence sub-categories — and above all, qualified CCQ teams that can't be hired organically in a market where labour scarcity is endemic.

Who buys and why

Strategic consolidators ~50%

Large regional contractors or industrial groups — acquiring capabilities (expertise, licence sub-categories, qualified CCQ teams) rather than revenue.

Private equity funds ~25%

Platform plus add-on strategy. Targeting SMEs with EBITDA above $3 million, an autonomous management team, and margins above the sector average.

Internal succession / management buyout ~15%

Superintendents, project managers, or key estimators — the safest path to preserve the RBQ licence without interruption, but financing the working capital remains a challenge.

Individual buyers ~10%

Marginal — high barriers to entry (RBQ exams, bonding, Loi R-20) and limited financial capacity to compete with strategic offers.

Indicative view of the buyer pool, not market data. Percentages show the relative weight of profiles to approach; the outcome of a transaction depends on file quality, process confidentiality and the competition created.

A concrete case: Excelpro and Construction Polaris CMM. In October 2025, Groupe Excelpro acquired 50% of Construction Polaris CMM (Sept-Îles), a civil engineering and mining services firm. The goal wasn't to add revenue: it was to add a civil capability to Excelpro's industrial services platform.

The logic is clear: the buyer isn't acquiring revenue first; they're acquiring delivery capability and a compliant operating base. At larger scale, the consolidations of Roxboro and BauVal in excavation, and Sintra's historic acquisition of Meloche's assets, confirm the same pattern.

For an owner thinking about selling, value sits in scarce expertise, CCQ team retention and a clean regulatory and financial file. The more accessible the proof, the less uncertainty a buyer has to price.

The next step is creating competition among strategic buyers while securing RBQ, CCQ and bonding issues. That's exactly the role of a business broker in Quebec: running the process, protecting information and bringing the right buyers to the table.

Sources: Investissement Québec, Excelpro — Construction Polaris CMM press release (October 2025); Bouygues / Colas, Sintra — Meloche acquisition press release; Portail Constructo, Roxboro Excavation — Groupe BauVal merger; Capstone Partners, Construction Services M&A Coverage Report.

Frequently asked questions — Selling a construction business

Is my RBQ licence transferable when I sell my business?

Not directly. The RBQ licence is tied to the company's Quebec Business Number (NEQ).

In a share sale, the NEQ stays in place and the licence remains active, but if you're the qualified responsible officer, the buyer has 90 days to qualify a replacement.

In an asset sale, the buyer must file a new licence application, which can push back closing.

What will a buyer verify on the CCQ side?

Three things: apprentice-to-journeyman ratios under Loi R-20, payroll records and monthly reports, and worker classification by trade and scope.

Errors can create retroactive amounts, penalties, holdbacks or a price reduction.

How do buyers evaluate my projects in progress?

They review the backlog contract by contract: remaining margins, billing pace, change orders, holdbacks, claims and deficiencies.

Over-billing creates a hidden liability because the buyer inherits work without matching cash flow. That amount is deducted through the working capital adjustment.

Do holdbacks from past projects belong to me after the sale?

In principle, yes, because you performed the work. But buyers often require those amounts to be placed in escrow once they come due, to cover claims or defects on work delivered under your ownership.

Does owning a large equipment fleet increase value?

Not necessarily. Buyers evaluate free cash flow, not fleet size.

An aging fleet means future capex that gets deducted from the model. An asset-light, profitable business can command a better multiple than an asset-heavy one with obsolete machinery.

Does Quebec's regulatory framework make selling more complex than elsewhere?

Yes. Quebec combines the RBQ licence, Loi R-20 (CCQ and collective agreements), the GCR warranty plan for new residential construction, and a mandatory bonding system — an ecosystem unique in North America.

It's also an advantage for compliant sellers: the barriers to entry are so high that buyers pay a premium to acquire a platform that's already operational and compliant rather than starting from scratch.

Thinking about selling your construction business?

Every industry has its own dynamics. Our role is to structure the sale around yours.

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