Canadian Regulations for Non-Canadian Residents Wishing to Register a New Company in Canada

Today many world-leading companies and global entrepreneurs are setting up shop in Canada. Canada is the best country to start a new business today and investors, foreign companies and global entrepreneurs are taking notice. One of the main reasons is because Canada offers global entrepreneurs preferential market access to over 1.5 billion consumers in 51 countries.

Global entrepreneurs interested in register a new company in Canada will find the following features of Canadian corporate legislation of interest:

  • Under the CBCA, 25% of a Canadian corporation’s directors must be “resident Canadians” (i.e., individuals resident in Canada who are either Canadian citizens or Canadian permanent residents). Directors’ residency requirements for corporations established under the laws of the provinces or territories differ from one jurisdiction to another. Several provinces and territories have no residency requirements at all.
  • The board of directors of a Canadian corporation must consist of at least one individual but can have an unlimited number of directors.
  • Each director must be an individual person, and a director may not appoint an alternate to serve in his or her place.
  • Directors are generally subject to a number of liabilities and obligations under corporate law, as well as under a range of other federal and provincial laws, including those relating to the environment, tax, securities, pensions, and employment.
  • The shareholders of a Canadian corporation can, in most cases, enter into a “unanimous shareholders’ agreement” to restrict the powers of the board of directors. To the extent the powers of the directors are so restricted, the liabilities and obligations of the directors will generally be transferred to the shareholders.
  • Single shareholder corporations are permitted and directors need not hold shares in the corporation.
  • Minority shareholders of a Canadian corporation have significant statutory rights and remedies and eliminating minority shareholders can often be difficult and costly.
  • The board of a Canadian corporation must approve the corporation’s financial statements annually and present them to the corporation’s shareholders.
  • Generally, there is no requirement to file a Canadian corporation’s financial statements with a government body, except in the case of a public company.
  • The requirement that the corporation’s financial statements be audited varies by jurisdiction; in most cases, it is possible for the corporation’s shareholders to consent to exempt it from the audit requirement, except in the case of a public company.
  • The identities of a Canadian corporation’s shareholders are not a matter of public record and a corporation is not obliged to disclose the names of its shareholders unless it is a public company, a Québec private company or a company carrying on business in Québec.
  • Meetings of the board of directors and, in certain limited circumstances, the shareholders of a Canadian corporation need not take place in Canada.
  • Resolutions of directors or shareholders may be passed by a written instrument signed by all of the directors or shareholders, as the case may be, in lieu of a meeting.
  • The statutory books and records of a Canadian corporation, including those maintained in electronic form, must be kept in Canada.

Company Formations provides fast and easy Company Registration in Canada for non-Canadians residents and provides all the documents your new Canada corporation will need to stay up-to-date and in compliance with your province of registration corporations law.

Incorporation Fees:

$2200 (All-Inclusive)

Our Canada Incorporation Service includes:

  • Name Search Report
  • Preparation of Articles of Incorporation and Incorporation Documents
  • Incorporation Agreement
  • By-Laws, Company Minute Book, Share Certificates
  • Canada Registered Agent Service for 1 year
  • Government Fees
  • Our Service Fees
  • Original Certificates
  • Copy of Documents in PDF
  • Taxes

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