Business Setup & Incorporation

The most common and strategically advisable structure for foreign companies is establishing a Canadian subsidiary, incorporated either federally under the CBCA or provincially (e.g., under Ontario's OBCA or British Columbia's BCBCA). This provides distinct legal identity and liability protection. Registering a foreign corporation as an Extra-Provincial Licensee is another option, but often less advantageous regarding liability. Partnerships and sole proprietorships are generally unsuitable due to direct liability exposure. We provide tailored analysis to determine the optimal structure for your specific circumstances.

This depends critically on the jurisdiction of incorporation. Federal (CBCA) corporations require at least 25% Canadian resident directors (subject to specific exceptions). Key provinces like Ontario, Alberta, Saskatchewan, Manitoba, and British Columbia have similar or stricter requirements. Notably, Quebec, New Brunswick, Nova Scotia, PEI, and Newfoundland & Labrador currently do *not* have this requirement. We navigate these rules precisely and advise on compliant board structures, including potential strategies where needed.

While basic electronic filing can sometimes be achieved within 1-2 business days, the *strategic end-to-end process* – including initial consultation, structure determination, NUANS name report/approval, meticulous document preparation, filing, and receiving official incorporation certificates and numbers – typically requires 1 to 3 weeks. Timelines can vary based on governmental processing times and the complexity of your structure. Our focus is always on precision and strategic alignment, not just speed.

If your Canadian corporation (whether incorporated federally or in one province) intends to actively "carry on business" in *other* Canadian provinces or territories, it must register as an 'Extra-Provincial Corporation' in each of those additional jurisdictions. This ensures compliance with local regulations. Failing to register can result in penalties and inability to enforce contracts. We manage these necessary multi-jurisdictional registrations efficiently.

We provide a detailed, customized checklist, but generally, you will need to provide: Several proposed corporate names for availability checking; the full legal name, address, and citizenship/residency status of each proposed initial director and officer; the desired share structure (classes of shares, rights, privileges); and potentially certified/notarized copies of identification for directors/officers or foundational documents of the parent company, depending on the jurisdiction and specific requirements. Clear documentation accelerates the process.

We provide comprehensive facilitation. This includes: Leveraging our established relationships with major Canadian banks; meticulously preparing and assembling the required corporate documentation (Articles of Incorporation, bylaws, director/shareholder registers, BN registration); advising on the specific bank's stringent 'Know Your Client' (KYC) requirements for non-resident owned businesses; assisting directors/officers in preparing for bank meetings; and often providing direct introductions to specialized commercial banking teams familiar with international clients, significantly expediting the process which can otherwise be lengthy and complex.