Things to Know
A corporate entity can be formed in Canada either under the federal laws of Canada or the laws of one of Canada’s provinces or territories. The laws applicable to corporate entities in each of these jurisdictions are generally consistent, but there are some important distinctions (some of which are set out in greater detail below).
Generally, corporate entities are formed as limited liability corporations, but certain provinces (British Columbia, Alberta and Nova Scotia) provide an alternative form of corporate entity: the unlimited liability company.
Unlimited liability companies are mainly chosen to facilitate favourable tax outcomes. • You can also carry on business through a subsidiary formed as a partnership, trust or other type of entity, but special considerations may apply.
Corporate law in certain Canadian jurisdictions require that the records of a corporation be kept in the jurisdiction of formation.
Things to Do
DETERMINE THE JURISDICTION OF FORMATION
The subsidiary will be governed by the laws of the jurisdiction in which it is formed and the following factors should be considered when making this threshold decision:
DIRECTOR RESIDENCY REQUIREMENTS
For corporations formed in Ontario, Alberta, Manitoba, Saskatchewan, Newfoundland and Labrador or under the federal laws of Canada, at least 25% of the directors must be resident Canadians.
WHERE THE SUBSIDIARY WILL CARRY ON BUSINESS IN CANADA
If the subsidiary has been formed under the federal laws of Canada, the subsidiary will need to register in each Canadian jurisdiction where business will be conducted.
If the subsidiary has been formed under the laws of a specific Canadian province or territory, the subsidiary will need to register in each Canadian jurisdiction where business will be conducted, other than its jurisdiction of formation.
ARTICLES OF INCORPORATION
You will need to file articles of incorporation to legally form a corporation, as well as have corporate by-laws.
Canada Company Registration
Company Formations Canada offers fast and easy company registration in Canada for non-Canadian residents and foreign companies wishing to operate and do business in Canada.
Register a new company in Canada as a non-Canadian resident
https://companyformations.ca/canada-corporations-non-canadian-residents/
Register a foreign company in Canada
https://companyformations.ca/extra-provincial-corporations-licence-outside-canada/
Canada Registered agent services for foreign companies and non-Canadian residents.
https://companyformations.ca/canada-registered-agent-service/
Canada Nominee director services for foreign companies and non-Canadian residents.
Shared from: Osler, Hoskin & Harcourt llp Publication
